CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND
THE CITY OF SANTA CLARA
1. This Contract is between the County of Santa Clara (henceforth, COUNTY) and The City of Santa Clara (henceforth, CONTRACTOR) for the Senior Nutrition Program – Congregate Meals.
2. The parties agree to comply with the General Terms and Conditions contained in Articles I-V of this Contract and provisions contained in Exhibit A: Program Provisions, Exhibit B: Program Plan & Provisions, Exhibit C: Budget, and Exhibit D: Logic Model which are attached hereto and incorporated herein by this reference and made a part of this Contract.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Contract.
COUNTY OF SANTA CLARA CONTRACTOR ______________________________ ________________________________ Daniel Little, Director Office of City Manager Social Services Agency City of Santa Clara
Date: _________ Date: _________
ATTEST ______________________________ ______________________________ Daniel Crick, Chief Fiscal Officer Assistant City Clerk Social Services Agency
Date: _________ Date: _________ ______________________________ Procurement Department Date: _________
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY ______________________________ ______________________________ Deputy County Counsel Office of the City Attorney Date: _________ Date: _________
Docusign Envelope ID: B123E79D-2691-4159-B561-45071 EAA 1 BSA 8/15/2024 8/13/2024
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9/12/2024
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7/24/2024
Contract between the County of Santa Clara and City of Santa Clara
Contract General Terms and Conditions
Article I
General Terms
1. ENTIRE CONTRACT
This Contract and its Exhibits/Appendices (if any) constitutes the final, complete and exclusive statement of the terms of the agreement between the parties. It incorporates and supersedes all the Contracts, covenants and understandings between the parties concerning the subject matter hereof, and all such Contracts, covenants and understandings have been merged into this Contract. No prior or contemporaneous Contract or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Contract.
2. AMENDMENTS
This Contract may only be amended by written instrument and signed by authorized representatives of all contracting parties.
3. CONFLICTS OF INTEREST; POLITICAL REFORM ACT
a. CONTRACTOR shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Contract and is grounds for immediate termination of this Contract by the COUNTY.
b. In accepting this Contract, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Contract.
CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any CONTRACTOR or person having such an interest. CONTRACTOR, including but not limited to CONTRACTOR’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Contract, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. c. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Contract, CONTRACTOR shall, upon execution of this Contract, provide the COUNTY with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to CONTRACTOR’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position,” (2 CCR 18700.3), as part of CONTRACTOR’s service to the COUNTY under this Contract. CONTRACTOR shall immediately notify the COUNTY of the names and Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
email addresses of any additional individuals later assigned to provide such service to the COUNTY under this Contract in such a capacity. CONTRACTOR shall immediately notify the COUNTY of the names of individuals working in such a capacity who, during the course of the Contract, end their service to the COUNTY.
4. GOVERNING LAW, VENUE
This Contract has been executed and delivered in, and shall be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Contract shall be in the County of Santa Clara.
5. ASSIGNMENT
No assignment of this Contract or of the rights and obligations hereunder shall be valid without the prior written consent of the other party.
6. WAIVER
No delay or failure to require performance of any provision of this Contract shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party shall be in writing and shall apply to the specific instance expressly stated.
7. INDEPENDENT CONTRACTOR STATUS
CONTRACTOR will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of COUNTY. None of the provisions of this Contract is intended to create, nor will be deemed or construed to create, any relationship between the parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Contract. The parties are not, and will not be construed to be in a relationship of joint venture, partnership, or employer-employee. Neither party has the authority to make any statements, representations, or commitments of any kind on behalf of the other party, or to use the name of the other party in any publications or advertisements, except with the written consent of the other party or as is explicitly provided herein. CONTRACTOR is solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any.
8. SEVERABILITY OF PROVISIONS
If any provision(s) of this Contract are held invalid, the remainder of this Contract remains in force.
Article II
Fiscal Accountability and Requirements
1. AVAILABILITY AND SUBSTITUTION OF FUNDS
a. Notwithstanding any provision herein, this Contract is valid and enforceable only if sufficient funds are available. In the event of reduction, suspension, discontinuance, or other unavailability of funds, COUNTY unilaterally may take appropriate actions including, but not limited to, reducing existing service authorization, immediate termination of the Contract, or reducing the maximum dollar amount of this Contract with no liability occurring to the COUNTY.
b. The COUNTY may substitute State or Federal funds for funds appropriated by the Board of Supervisors for payments to be made pursuant to this Contract.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
CONTRACTOR will then be bound by the requirements of any State or Federal grant contracts, statutes, regulations, guidelines, or directives associated with the funds.
2. COMPENSATION TO CONTRACTOR
Compensation method shall be Fee for Service.
3. DISALLOWED COSTS
a. CONTRACTOR is liable for any funds expended that are not in accordance with this Contract, including, but not limited to, disallowed costs, violation, and/or default of Contract. CONTRACTOR will repay COUNTY disallowed costs, violation and/or default amounts within ninety (90) days of discovery of these costs. This provision survives the termination of this Contract.
b. If funding under this Contract are from Federal sources, such funds may not be used by CONTRACTOR, either directly or indirectly, as a contribution for the purpose of obtaining any Federal funds under any Federal programs. An indirect use of such funds to match Federal funds is defined as: “the allocation by CONTRACTOR of funds received under this Contract to a non-matching expenditure, thereby releasing or displacing other of its funds for the purpose of matching Federal funds.”
4. FINANCIAL RECORDS
a. CONTRACTOR will establish and maintain a system of financial controls and accounting in conformance with Generally Accepted Accounting Principles (GAAP). b. CONTRACTOR must maintain accurate and complete financial records of all costs and operating expenses in connection with this Contract including, but not limited to subcontracts, invoices, timecards, cash receipts, vouchers, canceled checks, bank Statements, and other official documentation indicating in proper detail the nature and propriety of all costs incurred, and reimbursed by COUNTY. c. The financial records must show that funds received under this Contract are used for purposes consistent with the terms of this Contract.
Article III
Reporting, Records, Audit, Evaluations, and Termination
1. INSPECTION AND AUDIT
a. All records, books, reports, and documentation maintained by CONTRACTOR pursuant to this Contract, or related to the CONTRACTOR’s activities and expenditures under this Contract, will be open for inspection and audit by Federal, State, and County officials, or their agents, upon demand at reasonable times. Such records must be kept in the State of California for the retention period specified in this Contract. This provision survives the termination of this contract. b. CONTRACTOR will provide the Federal, State, or County officials, or their agents’ reasonable access, through representatives of CONTRACTOR, to facilities, records, clients, and employees that are used in conjunction with the provision of contract services, except where prohibited by Federal or State laws, regulations or rules. c. CONTRACTOR must submit to COUNTY audited financial reports conducted by an Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
independent certified public accountant no later than four (4) months after the end of the last month of the contract term, indicating that reported costs are actual, reasonable, necessary, allowable, and computed in accordance with GAAP and provisions stipulated in this Contract. In addition, the CONTRACTOR must submit any management letters or management advisory letters that apply to the CONTRACTOR’s agency audit. COUNTY has the discretion to only require an audit report every two (2) years.
d. COUNTY may elect to accept an audit report in accordance with GAAP conducted to meet compliance requirements of other funding entities in the event all of the above provisions are met.
2. REPORTING REQUIREMENTS
a. CONTRACTOR must maintain complete and accurate records of its operation, including any and all records required by COUNTY relating to matters covered by this Contract, including, but not limited to, financial records, supporting documents, client statistical records, personnel and all other pertinent records. COUNTY may receive copies of any and all such records upon request. b. must submit to COUNTY a compensation claim on forms approved by COUNTY Social Services Agency.
c. CONTRACTOR must assist COUNTY in meeting COUNTY's reporting requirements to the State and other agencies with respect to CONTRACTOR's work hereunder.
This cooperation includes assisting COUNTY to prepare evaluations required by the State or Federal governments regarding services provided by CONTRACTOR under this Contract. CONTRACTOR must submit to COUNTY any and all reports that may be required by COUNTY concerning CONTRACTOR's performance under this Contract.
d. Upon COUNTY's request, CONTRACTOR must provide COUNTY evidence of CONTRACTOR's capacity to perform under this Contract, its compliance with applicable statutes and regulations, and its compliance with the terms and conditions of this Contract.
e. All records, books, reports and documentation must be retained in the State of California by CONTRACTOR for four (4) years after termination of this Contract; or until all Federal, State and County audits are completed; or until all disputes, litigation, or claims are resolved; whichever is later. All such records, books, reports and documentation must be transmitted to the COUNTY of Santa Clara, Social Services Agency in the event that CONTRACTOR goes out of business during the period in which records are required to be maintained. This provision survives the termination of this contract.
f. CONTRACTOR must within 30 calendar days advise the COUNTY of 1) the issuance of any legal complaint by an enforcement agency, or any enforcement proceedings by any Federal, State or local agency for alleged violations of Federal, State or local rules, regulations or laws, and/or 2) the issuance of citations, court findings or administrative findings for violations of applicable Federal, State or local rules, regulations or laws.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
g. CONTRACTOR guarantees that it, its employees, contractors, subcontractors or agents are not suspended or debarred from receiving Federal fund as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration (https://www.sam.gov/).
CONTRACTOR must within 30 calendar days advise the COUNTY if it, its employees, contractors, subcontractors or agents become suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration during the term of this Contract.
3. RESPONSIBILITY FOR AUDIT EXCEPTIONS
CONTRACTOR accepts responsibility for receiving, replying to, and complying with any audit exceptions by appropriate Federal, State, or County, audit agencies.
4. MONITORING AND EVALUATION
a. COUNTY's Social Services Agency will monitor the work performed and financial operations conducted under this Contract to determine whether CONTRACTOR's operation conforms to County policy, Federal and State statutes and regulations, and to the terms of this Contract.
b. COUNTY may conduct participant interviews to determine program compliance. c. CONTRACTOR agrees to participate in and cooperate with studies and surveys COUNTY deems necessary to meet its monitoring and evaluation responsibility. d. CONTRACTOR must furnish all data, Statements, records, information, and reports necessary for COUNTY to monitor, review, and evaluate the performance of the program and its components. Performance evaluations will examine the following five factors: 1) fiscal accountability; 2) completion of work within a given time frame; 3) ability and effort to meet the performance criteria; 4) quality of services; and 5) a recommendation for future contracting with the CONTRACTOR. e. If, in the course of monitoring and evaluation, COUNTY discovers any practice, procedure or policy of CONTRACTOR that deviates from the terms of this Contract; that violates State or Federal statutes or regulations; that threatens the success of the program carried on pursuant to this Contract, or that jeopardizes the fiscal integrity of said program, COUNTY may impose reasonable funding restrictions upon notice specifying the nature of the restrictions(s), reasons for imposition, the corrective action that must be taken before they will be removed, time allowed for completing the corrective action, and method of requesting reconsideration. f. CONTRACTOR must respond in writing to any discrepancies, violations, or deficiencies identified by COUNTY within ten (10) days.
5. CORRECTIVE ACTION PROCEDURE
a. Upon receipt by COUNTY of information regarding a failure by CONTRACTOR to comply with any provision of this Contract, COUNTY has the right to forward to CONTRACTOR a notice of COUNTY’s intent to consider corrective action to enforce compliance with such provision. Such notice will indicate the nature of the issue, or issues, to be reviewed in determining the need for corrective action. CONTRACTOR may have the opportunity to respond or participate in formulating the corrective Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
action recommendation. COUNTY has the right to require the presence of CONTRACTOR’s officer(s) or employee(s) at any hearing or meeting called for the purpose of considering corrective action.
b. After issuing such notice, and after considering CONTRACTOR’s response, if any, COUNTY may forward to CONTRACTOR a set of specific corrective actions recommended and a timetable for implementing the specified corrective actions recommended. Following implementation of the corrective actions, CONTRACTOR will forward to COUNTY, within the time specified by COUNTY, any verification required by COUNTY regarding the corrective actions.
c. In the event CONTRACTOR does not implement the corrective actions recommended in accordance with the corrective actions timetable, COUNTY may suspend payments hereunder or immediately terminate this Contract without further notice to CONTRACTOR.
6. TERMINATION
a. Termination for Convenience
COUNTY may, by written notice to CONTRACTOR, terminate all or part of this Contract at any time for the convenience of the COUNTY. The notice shall specify the effective date and the scope of the termination.
b. Termination for Cause
COUNTY may, at any time, elect to suspend or terminate this Contract or withhold payments to CONTRACTOR, in whole or in part, for cause, by giving written notice specifying the effective date and scope of such termination. Cause includes, but is not limited to the following:
i. CONTRACTOR failure to comply with any contract provision; ii. CONTRACTOR fails to meet the performance criteria of this Contract; iii. COUNTY deems CONTRACTOR’s performance unsatisfactory. iv. Litigation is pending with respect to the CONTRACTOR’s performance under this Contract that may jeopardize or adversely affect services; v. CONTRACTOR is the subject of a voluntary or involuntary proceeding under the Bankruptcy Act;
vi. CONTRACTOR submits to COUNTY any reports that are incorrect or incomplete in any material respect, or fails to file timely reports; or, vii. CONTRACTOR is suspended or debarred from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Nonprocurement Programs issued by the General Services Administration. c. Terminations
In the event of any termination, all finished or unfinished documents, data, studies, reports, and materials (Materials) prepared by the CONTRACTOR under this Contract becomes the property of the COUNTY and will be promptly delivered to the COUNTY. Upon termination, the CONTRACTOR may make and retain a copy of such Materials. CONTRACTOR may be compensated based on the completion of services provided, as solely and reasonably determined by COUNTY.
7. NON-EXCLUSIVE REMEDIES
The remedies listed in this Contract are non-exclusive, and COUNTY retains all other Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
rights and remedies it may have under general law, including the right to terminate the Contract immediately without advance notice if CONTRACTOR becomes unable to perform its obligations under this Contract.
Article IV
Statutes, Regulations, and Policies
1. COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRMINATION, EQUAL
OPPORTUNITY, AND WAGE THEFT PREVENTION
a. Compliance with All Laws. CONTRACTOR shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to the non-discrimination, equal opportunity, and wage and hour Laws referenced in the paragraphs below.
b. Compliance with Non-Discrimination and Equal Opportunity Laws: CONTRACTOR shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the following:
Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, CONTRACTOR shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall CONTRACTOR discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.
c. Compliance with Wage and Hour Laws: CONTRACTOR shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local Minimum Wage, Prevailing Wage, or Living Wage laws.
d. Definitions: For purposes of this Section, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which is issued by a court of law, an investigatory government agency authorized by law to enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been exhausted or the time period to appeal has expired. For pay equity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of Labor Standards Enforcement, and the California Department of Fair Employment and Housing.
Violation of a pay equity Law shall mean unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender identity, gender expression, sexual Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant investigatory government agencies include the federal Department of Labor, the California Division of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance.
e. Prior Judgments, Decisions or Orders against CONTRACTOR : BY SIGNING THIS
CONTRACT, CONTRACTOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL
JUDGMENTS THAT (A) WERE ISSUED IN THE FIVE YEARS PRIOR TO
EXECUTING THIS CONTRACT BY A COURT, ANINVESTIGATORY
GOVERNMENT AGENCY, ARBITER, OR ARBITRATION PANEL AND (B) FOUND
THAT CONTRACTOR VIOLATED AN APPLICABLE WAGE AND HOUR LAW OR PAY EQUITY LAW. CONTRACTOR FURTHER AFFIRMS THAT IT HAS
SATISFIED AND COMPLIED WITH—OR HAS REACHED CONTRACT WITH THE COUNTY REGARDING THE MANNER IN WHICH IT WILL SATISFY—ANY SUCH FINAL JUDGMENTS, DECISIONS, DETERMINATIONS, OR ORDERS.
f. Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any time during the term of this Contract, CONTRACTOR receives a Final Judgment rendered against it for violation of an applicable wage and hour Law or pay equity Law, then CONTRACTOR shall promptly satisfy and comply with any such Final Judgment. CONTRACTOR shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM) of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning of the Final Judgment, whichever is later. CONTRACTOR shall also provide any documentary evidence of compliance with the Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraph are separate from any other notice provisions in this Contract and, accordingly, only notice provided to the Office of the County Executive-OCCM satisfies the notice requirements in this paragraph.
g. Access to Records Concerning Compliance with Pay Equity Laws: In addition to and notwithstanding any other provision of this Contract concerning access to CONTRACTOR’s records, CONTRACTOR shall permit the COUNTY and/or its authorized representatives to audit and review records related to compliance with applicable pay equity Laws. Upon the COUNTY’s request, CONTRACTOR shall provide the COUNTY with access to any and all facilities and records, including but not limited to financial and employee records, that are related to the purpose of this Section, except where prohibited by federal or state laws, regulations or rules.
COUNTY’s access to such records and facilities shall be permitted at any time during CONTRACTOR’s normal business hours upon no less than 10 business days’ advance notice.
h. Pay Equity Notification: CONTRACTOR shall (1) at least once in the first year of this Contract and annually thereafter, provide each of its employees working in California and each person applying to CONTRACTOR for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of any applicable pay equity Laws, or (2) throughout the term of this Contract, Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
continuously post an electronic copy of all applicable pay equity Laws in conspicuous places accessible to all of CONTRACTOR’s Employees and Job Applicants. i. Material Breach: Failure to comply with any part of this Section shall constitute a material breach of this Contract. In the event of such a breach, the COUNTY may, in its discretion, exercise any or all remedies available under this Contract and at law. COUNTY may, among other things, take any or all of the following actions:
I. Suspend or terminate any or all parts of this Contract.
II. Withhold payment to CONTRACTOR until full satisfaction of a Final Judgment concerning violation of an applicable wage and hour Law or pay equity Law.
III. Offer CONTRACTOR an opportunity to cure the breach. j. Subcontractors: CONTRACTOR shall impose all of the requirements set forth in this Section on any subcontractors permitted to perform work under this Contract.
This includes ensuring that any subcontractor receiving a Final Judgment for violation of an applicable Law promptly satisfies and complies with such Final Judgment.
k. CONTRACTOR recognizes the mandatory standards and policies relating to energy efficiency in the State energy conservation plan (Title 24, California Administrative Code).
l. For Contracts over $100,000 CONTRACTOR will comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S. Code 1857 (h)), Section 508 of the Clean Water Act (33 U.S. Code 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15).
m. CONTRACTOR must establish procedures assuring that any person’s complaints and grievances against CONTRACTOR regarding the delivery of services under this Contract are promptly addressed and fairly resolved.
2. ASSIGNMENT OF CLAYTON ACT, CARTWRIGHT ACT CLAIMS
CONTRACTOR hereby assigns to the COUNTY all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the CONTRACTOR for sale to the COUNTY pursuant to this Contract.
3. COUNTY NO-SMOKING POLICY CONTRACTOR and its employees, agents and subcontractors, shall comply with the COUNTY’s No-Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all COUNTY-owned and operated health facilities, (2) within 30 feet surrounding COUNTY-owned buildings and leased buildings where the COUNTY is the sole occupant, and (3) in all COUNTY vehicles.
4. FOOD AND BEVERAGE STANDARDS
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
a. Except in the event of an emergency or medical necessity, the following nutritional standards shall apply to any foods and/or beverages purchased by CONTRACTOR with COUNTY funds for COUNTY-sponsored meetings or events. b. If food is to be provided, healthier food options must be offered. “Healthier food options” include (1) fruits, vegetables, whole grains, and low-fat and low-calorie foods; (2) minimally processed foods without added sugar and with low sodium; (3) foods prepared using healthy cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit instead of sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs; and (4) post nutritional information and/or a list of ingredients for items served. If meals are to be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1) no more than 35% of calories from fat, unless the snack food items consist solely of nuts or seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; (4) no more than 35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.
c. If beverages are to be provided, beverages that meet the COUNTY’s nutritional criteria are (1) water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice (limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages (including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-sweetened beverages shall not be provided.
5. CONTRACTING PRINCIPLES
CONTRACTOR agrees to comply with the COUNTY’s Contracting Principles set forth in the Board Policy Manual. The Contracting Principles require, among other things, that CONTRACTOR be a fiscally responsible entity and treat its employees fairly.
CONTRACTOR is also required to (1) comply with all applicable federal, state and local rules, regulations and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the COUNTY copies of any financial audits that have been completed during the term of the contract; and (4) upon the COUNTY's request, provide the COUNTY reasonable access, through representatives of the CONTRACTOR, to facilities, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulations or rules. Refer to:
https://boardclerk.sccgov.org/sites/g/files/exjcpb656/files/BOSPolicyCHAP5.pdf
6. THIRD PARTY BENEFICIARIES
This Contract does not, and is not intended to, confer any rights or remedies upon any person or entity other than the parties.
7. MAINTENANCE OF SOFTWARE
If CONTRACTOR is provided with “remote access”, defined as the act of connecting to a COUNTY attached information technology system from a non-county attached system through a public network, CONTRACTOR will maintain and use its non-county system, Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
hardware, and software in compliance with COUNTY standards and policies set by the COUNTY Information Services Department.
8. CONTRACT EXECUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “ELECTRONIC COPY OF A SIGNED CONTRACT” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “ELECTRONICALLY SIGNED CONTRACT” means a contract that is executed by applying an electronic signature using technology approved by the COUNTY.
9. LIVING WAGE (If Applicable)
Unless otherwise exempted or prohibited by law or County policy, where applicable, CONTRACTORs that contract with the COUNTY to provide Direct Services developed pursuant to a formal Request for Proposals process, as defined in County of Santa Clara Ordinance Code Division B36 (“Division B36”) and Board Policy section 5.5.5.5 (“Living Wage Policy”), and their subcontractors, where the contract value is $100,000 or more (“Direct Services Contract”), must comply with Division B36 and the Living Wage Policy and compensate their employees in accordance with Division B36 and the Living Wage Policy. Compliance and compensation for purposes of this provision includes, but is not limited to, components relating to fair compensation, earned sick leave, paid jury duty, fair workweek, worker retention, fair chance hiring, targeted hiring, local hiring, protection from retaliation, and labor peace. If CONTRACTOR and/or a subcontractor violate this provision, the Boar d of Supervisors or its designee may, at its sole discretion, take responsive actions including, but not limited to, the following:
a. Suspend, modify, or terminate the Direct Services Contract. b. Require the CONTRACTOR and/or Subcontractor to comply with an appropriate remediation plan developed by the COUNTY.
c. Waive all or part of Division B36 or the Living Wage Policy.
This provision shall not be construed to limit an employee's rights to bring any legal action for violation of the employee's rights under Division B36 or any other applicable law. Further, this provision does not confer any rights upon any person or entity other than the Board of Supervisors or its designee to bring any action seeking the cancellation or suspension of a COUNTY contract. By entering into this contract, CONTRACTOR certifies that it is currently complying with Division B36 and the Living Wage Policy with respect to applicable contracts, and warrants that it will continue to comply with Division B36 and the Living Wage Policy with respect to applicable contracts.
10. COUNTY DATA & CONFIDENTIALITY
a. Definitions: “COUNTY Data” shall mean data and information received by CONTRACTOR from COUNTY. County Data includes any information or data that is transported across a County network, or that resides in a County-owned information system, or on a network or system under the control and management of a CONTRACTOR for use by COUNTY. “County Confidential Information” shall include all material, non-public information (including material, non-public County Data) appearing in any form (including, without limitation, written, oral or displayed), Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
that is disclosed, directly or indirectly, through any means of communication by COUNTY, its agents or employees, to CONTRACTOR, its agents or employees, or any of its affiliates or representatives.
b. CONTRACTOR shall not acquire any ownership interest in County Data (including County Confidential Information). As between CONTRACTOR and COUNTY, all County Confidential Information and/or County Data shall remain the property of the COUNTY. CONTRACTOR shall not, without COUNTY’s written permission, use or disclose County Data (including County Confidential Information) other than in the performance of its obligations under this Contract.
c. CONTRACTOR shall be responsible for establishing and maintaining an information security program that is designed to ensure the security and confidentiality of County Data, protect against any anticipated threats or hazards to the security or integrity of County Data, and protect against unauthorized access to or use of County Data that could result in substantial harm or inconvenience to COUNTY or any end users.
Upon termination or expiration of this Contract, CONTRACTOR shall seek and follow COUNTY’s direction regarding the proper disposition of County Data. d. CONTRACTOR shall take appropriate action to address any incident of unauthorized access to County Data, including addressing and/or remedying the issue that resulted in such unauthorized access, and notifying COUNTY by phone or in writing within 24 hours of any incident of unauthorized access to County Data, or any other breach in CONTRACTOR’s security that materially affects COUNTY or end users. If the initial notification is by phone, CONTRACTOR shall provide a written notice within 5 days of the incident. CONTRACTOR shall be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality, privacy, and information security requirements of this Contract.
Should County Confidential Information and/or legally protected County Data be divulged to unauthorized third parties, CONTRACTOR shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at CONTRACTOR’s sole expense. CONTRACTOR shall not charge COUNTY for any expenses associated with CONTRACTOR’s compliance with these obligations.
e. CONTRACTOR shall defend, indemnify and hold COUNTY harmless against any claim, liability, loss, injury or damage arising out of, or in connection with, the unauthorized use, access, and/or disclosure of information by CONTRACTOR and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the COUNTY.
f. CONTRACTOR must require its employees and all persons performing services at its direction to comply with all applicable privacy laws and regulations, including but not limited to the provisions of Sections 827 and 10850 et seq. of the Welfare and Institutions Code (WIC) and California Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19 Regulations.
I. All applications and records concerning any individual receiving services pursuant to this contract are confidential and are not open to examination for any purpose not directly connected with the administration, Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
performance compliance, monitoring or auditing of the program.
II. No person may publish, disclose, use, or permit or cause to be published or disclosed; any confidential information pertaining to services, except as is provided by law.
g. Upon the disclosure of confidential information, inadvertent or otherwise, the COUNTY may terminate this contract immediately and take legal action against CONTRACTOR. Any person who knowingly and intentionally violates the provisions stated above is guilty of a misdemeanor and the COUNTY intends to prosecute such violators to the full extent of the law.
h. CONTRACTOR will inform all employees, agents, officers, and all persons performing services at its direction of the above provisions. All provisions of Article IV, Section 10. survive the termination of this contract.
11. CALIFORNIA PUBLIC RECORDS ACT
a. The COUNTY is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If CONTRACTOR’s proprietary information is contained in documents or information submitted to COUNTY, and CONTRACTOR claims that such information falls within one or more CPRA exemptions, CONTRACTOR must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, the COUNTY will make best efforts to provide notice to CONTRACTOR prior to such disclosure. If CONTRACTOR contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara COUNTY before the COUNTY is required to respond to the CPRA request. If CONTRACTOR fails to obtain such remedy within the time the COUNTY is required to respond to the CPRA request, COUNTY may disclose the requested information. b. CONTRACTOR further agrees that it shall defend, indemnify and hold COUNTY harmless against any claim, action or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by COUNTY of a CPRA request for information arising from any representation, or any action (or inaction), by the CONTRACTOR.
12. COVID-19 REQUIREMENTS
CONTRACTOR shall comply with all COUNTY requirements in effect relating to COVID19 for persons who routinely perform services for COUNTY onsite and share airspace with or proximity to other people at a COUNTY facility as part of their services for COUNTY as set forth in a County Health Order (or similar directives) available at https://covid19.sccgov.org/home, and incorporated herein by this reference.
CONTRACTOR shall comply with all reasonable requests by COUNTY for documentation demonstrating CONTRACTOR’s compliance with this Section.
13. SURVIVAL
All representations, warranties, and covenants contained in this Contract, or in any instrument, certificate, exhibit, or other writing intended by the parties to survive this Contract, shall survive the termination or expiration of this Contract, including but not Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
limited to all terms (1) providing for indemnification of COUNTY; (2) relating to the California Public Records Act; (3) relating to COUNTY Data; and (4) relating to CONTRACTOR’s obligations upon termination or expiration of this Contract.
14. LEVINE ACT COMPLIANCE
CONTRACTOR will comply, and will ensure that its agents (as that term is defined under 2 Cal. Code Regs. § 18438.3(a)) and its subcontractors identified in CONTRACTOR’s proposal responding to a COUNTY solicitation and/or identified in this Contract (“Subcontractors”) comply, with California Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving a contract to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $250 that the party or their agent has made within the prior 12 months, and (2) prohibit a party to a proceeding involving a contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $250 to any COUNTY officer during the proceeding and for 12 months following the final decision in the proceeding. CONTRACTOR agrees to submit disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at http://www.sccgov.org/levineact, and shall require Subcontractors to do the same. If this Contract is to be considered or voted upon by the COUNTY’s Board of Supervisors, CONTRACTOR shall complete the Levine Act CONTRACTOR Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and CONTRACTOR must submit all such forms to the COUNTY as a prerequisite to execution of the Contract.
Article V
Insurance Requirements
INSURANCE REQUIREMENTS FOR
STANDARD CONTRACTS ABOVE $100,000
Indemnity
Notwithstanding any other provision of this Agreement, CONTRACTOR shall indemnify, release, hold harmless, and defend, with counsel approved by County of Santa Clara (hereinafter “COUNTY”), COUNTY and its officers, agents, and employees from any claim, demand, suit, judgment, liability, loss, injury, damage, or expense of any kind (including attorneys’ fees and costs) arising out of, or in connection with, performance of this Agreement by CONTRACTOR and/or its officers, agents, employees, or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by COUNTY. It is the intent of the parties to this Agreement to provide the broadest possible coverage for COUNTY as allowed by law. CONTRACTOR shall reimburse COUNTY for all costs, attorneys’ fees, expenses, and liabilities incurred with respect to any litigation or process in which CONTRACTOR contests its obligation to indemnify, defend, and/or hold harmless COUNTY under this Agreement and does not prevail in that contest.
Insurance
Without limiting the CONTRACTOR's indemnification of the COUNTY, the CONTRACTOR shall provide and maintain at its own expense, during the term of this Agreement, or as may Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
be further required herein, the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Agreement, the CONTRACTOR shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the CONTRACTOR upon request.
This verification of coverage shall be sent to the requesting COUNTY department, unless otherwise directed. The CONTRACTOR shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the COUNTY. This approval of insurance shall neither relieve nor decrease the liability of the CONTRACTOR.
B. Qualifying Insurers
All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the COUNTY's Insurance Manager.
C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the specified COUNTY insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent.
D. Insurance Required
1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000
2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest
3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the COUNTY:
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
Additional Insured Endorsement, which shall read:
“County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the CONTRACTOR shall be notified by the contracting department of these requirements.
4. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if CONTRACTOR or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement)
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft.
5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.
E. Special Provisions
The following provisions shall apply to this Agreement:
1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the CONTRACTOR and any approval of said insurance by the COUNTY or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the CONTRACTOR pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
2. The COUNTY acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the CONTRACTOR. However, this shall not in any way limit liabilities assumed by the CONTRACTOR under this Agreement. Any self-insurance shall be Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Contract between the County of Santa Clara and City of Santa Clara
approved in writing by the COUNTY upon satisfactory evidence of financial capacity. CONTRACTORS obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions.
3. Should any of the work under this Agreement be sublet, the CONTRACTOR shall require each of its subcontractors of any tier to carry the aforementioned coverages, or CONTRACTOR may insure subcontractors under its own policies.
4. The COUNTY reserves the right to withhold payments to the CONTRACTOR in the event of material noncompliance with the insurance requirements outlined above.
F. Fidelity Bonds
Before receiving compensation under this Agreement, CONTRACTOR will furnish COUNTY with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the COUNTY cited herein. If such bond is canceled or reduced, CONTRACTOR will notify COUNTY immediately, and COUNTY may withhold further payment to CONTRACTOR until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of COUNTY.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara
CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals
1. SERVICE DESCRIPTION
This is a contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) for the purpose of providing meals to persons 60 years of age and older at a congregate meal site, which is to be performed in accordance with the Older Americans Act of 1965, as amended, P.L. 89-73, U.S.C. Section 3000 et seq., and all amendments, rules, and regulations pertaining thereto and may be funded by the Older Americans Act and/or may be funded, in whole or part, by the American Rescue Plan Act of 2021, OARR, CARES, Mello-Granlund Older Californian Act Modernization (MOCA), and/or other state and federal grants to support the Senior Nutrition Program.
Meals will be provided in compliance with the current Senior Nutrition Program Policy and Procedure manual. Unless otherwise approved in advance by County in writing, all meals will be served as Congregate Meals, Indoor or Outdoor Dining. Each participant must be registered with each service model received.
2. TERM OF CONTRACT
The term begins on July 1, 2024, and expires on June 30, 2025, unless terminated earlier or otherwise amended.
3. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $139,872.00.
4. BUDGET CONTINGENCY
This Contract is contingent upon the appropriation of sufficient funding by COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, if funding is reduced or depleted by COUNTY for services covered by this Contract, COUNTY has the option to either terminate this Contract without notice (except that necessary to transition clients in the discretion of COUNTY) and with no liability occurring to COUNTY, or to offer an amendment to this Contract indicating the reduced amount.
5. COMPENSATION TO CONTRACTOR
a. FEE FOR SERVICE CONTRACT
i. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A:
Program Provisions, Exhibit B: Program Plan & Requirements, Exhibit C:
Budget, and Exhibit D: Logic Model for the performance of services as outlined in this Contract up to the maximum compensation. These costs will also be in accordance with current cost principles and with all other requirements of this contract:
1. For Non-Profit Agencies, OMB Circular A-122.
2. For Local Governments, OMB Circular A-87.
3. For Public and Nonprofit Institutions of Higher Education, OMB Circular A-121.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara
4. For Profit Making Organization, 41 CFR Part 1.
ii. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of CONTRACTOR, and CONTRACTOR will have no claim whatsoever against COUNTY.
iii. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five (45) days thereafter. If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR’S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract. b. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) working day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for service rendered, as well as payment for participant and guest contributions as outlined in Exhibit B: Program Plan & Requirements.
i. Prior to submittal, invoices must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information submitted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections.
ii. Funding for time frames during the year may be allocated to the different funding sources listed in Section 1. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-todate meals listed in the Service Delivery Plan in current fiscal year Budget for the current funding source. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously and so long as there are available unreimbursed meals available from the current funding source.
iii. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
iv. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara
pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
v. COUNTY is not obligated to reimburse CONTRACTOR for any expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.
6. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the monthly expense claims.
b. CONTRACTOR will deposit all participant contributions in a bank account maintained for the Senior Nutrition Program (SNP). All deposits, withdrawals, and balances for the Senior Nutrition Program must be separately identified.
COUNTY has the right to review all financial records and bank accounts for audit purposes. Participants’ contributions will be collected, counted, and recorded daily by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the collection and count of participant contributions daily by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when possible, but no less frequently than on a weekly basis.
Participant contributions are to be kept in a secure locked location and at night locking in a safe, pending deposit into the Senior Nutrition Program bank account.
7. ADVANCE PAYMENTS
a. If CONTRACTOR is not for profit who has not had a congregate meals contract with the COUNTY in the last five years, COUNTY, at its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will in no way increase the total maximum financial obligation specified under this contract.
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment.
c. All advance payments require full repayment prior to the expiration of the contract.
COUNTY will specify repayment method of the advance payment amount by deducting an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation is fulfilled, or deducting the advance payment amount in a lump sum from the remaining contract balance.
8. ADJUSTMENT TO EXHIBIT B: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Program Plan & Requirements begins.
9. ADJUSTMENT TO EXHIBIT D: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit A: Program Provisions
Contract between the County of Santa Clara and City of Santa Clara
as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.
10. SERVICE PROVIDED
a. CONTRACTOR must inform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR’s client base.
b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.
c. CONTRACTOR must timely assist in the coordination of and verification of eligibility for mobility management benefits each month. d. CONTRACTOR must collaborate with other COUNTY-sponsored organizations targeting services to congregate meal participants to implement those services.
11. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates Jovan D. Grogan, City Manager, as CONTRACTOR’s representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Director of Social Services Agency, or designee, as its representative for the purpose of managing the services performed pursuant to this Contract.
12. NOTICES
All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:
a. To COUNTY: Social Services Agency
Office of Contracts Management
333 West Julian Street
San Jose, California 95110-2335
b. To CONTRACTOR: City of Santa Clara
Jovan D. Grogan, City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
13. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by COUNTY for use in subsequent procurement cycles.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals
1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency – Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors receive nutritious and healthy meals at CONTRACTOR’s nutrition site(s). The PROGRAM provides seniors and older adults of Santa Clara County access to healthy, nutritious meals and the opportunity to socialize, take classes, and access other services. CONTRACTOR will perform services in compliance with the Senior Nutrition Program, Congregate Policy & Procedures Manual, and any updates thereto.
2. PERMITS AND LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract will assure that its subcontractors obtain the same. The CONTRACTOR will pay all normal fees for permits, licenses, inspections or any other certification or service required in the performance of this contract.
3. ELIGIBLE INDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to disabled individuals who have not attained 60 years of age but who reside in housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or individuals with disabilities who reside at home with and accompany older individuals who are eligible for services. Priority will be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, and/or living alone, as defined by the Older Americans Act of 1965.
4. MEALS
a. Meals served by CONTRACTOR must provide at least one-third (1/3rd) of the current recommended dietary allowance specified by the Food and Nutrition Board of the National Academy of Sciences – National Research Council. b. Menus will be planned by CONTRACTOR in cycles, the minimum period being five (5) weeks. Such menus must be planned in accordance with COUNTY requirements. Such menus will be submitted to COUNTY three (3) weeks prior to initial use. Client facing menus will be posted in a conspicuous location at the meal site at least one (1) week in advance of use.
c. Table settings will be of reasonable quality. If disposable dinnerware is used, it will be of sturdy quality. Only offer single-use items needed to eat or prevent spillage of the ready-to-eat food. Only provide single-use accessories to participants upon request. Samples of single use items are forks, knives, spoons, and sporks. Compostable serve ware is highly encouraged.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times indicated in current fiscal year Budget. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed in current fiscal year Budget with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR ensures that a pleasant dining atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers which would prevent an eligible individual from having access to the meal site facility.
f. Innovative services may be added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. If a site is designated as a catered site in current fiscal year Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR’s per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.
6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of meals as specified in current fiscal year Budget. If demand by eligible individuals in the first six (6) months of this Contract does not result in CONTRACTOR providing the average number of meals per day specified in current fiscal year Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals provided to eligible participants at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements in Section 4(a).
c. CONTRACTOR must open its Nutrition Site(s) for the number of service days specified in current fiscal year Budget. CONTRACTOR must open its Nutrition Site(s) at minimum the number of serving days indicated each week except for holidays. Should CONTRACTOR close its Nutrition Site(s) due to unforeseen circumstances, CONTRACTOR will notify COUNTY immediately and work collaboratively to reschedule the day(s) that the Nutrition Site(s) was closed.
Should CONTRACTOR close their Nutrition Site(s) due to foreseen circumstances and not be able to reschedule the day(s) of services, CONTRACTOR will not be reimbursed for the number of meals allocated to the serving day(s) that the Nutrition Site(s) was closed.
7. ADVISORY COUNCIL
CONTRACTOR will ensure that an election is held to elect a participant to represent each of its nutrition sites on the countywide program Advisory Council. It will be the responsibility of the program Advisory Council to advise the COUNTY on policy matters relating to the delivery of the congregate nutrition services throughout the COUNTY program area.
8. SUPPORTIVE SERVICES
a. CONTRACTOR will provide supportive services, to the extent that such services are needed and are not already available from third parties and accessible to individuals participating in the Congregate Meals Program.
Supportive services may include:
i. Transportation of eligible individuals to and from congregate meal sites so that nutrition and other services will be accessible to those eligible individuals living within the program area who, because of lack of mobility or physical or mental handicap, would otherwise be unable to participate in the program;
ii. Information and referral services designed to provide eligible individuals with current information of, and referral to, all appropriate services to meet their needs;
iii. Health and welfare counseling services designed to assist eligible individuals in dealing with the problems and stresses that interfere with normal health and social functioning. CONTRACTOR may provide such services through person-to-person assistance from trained counselors or Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
referrals to other resources;
iv. Nutrition education through a formal program of regularly scheduled meetings to make available pertinent facts related to nutritional need; v. Recreation activities designed to foster the health and social well-being of program participants through social interaction and satisfying use of free time;
vi. Outreach activities to assure maximum participation of hard to reach and other eligible individuals.
b. CONTRACTOR will report the supportive services provided at its meal site(s) to the COUNTY in the format requested by the COUNTY and whether the service is provided by CONTRACTOR or another entity at least annually, or more often, as requested by the COUNTY. COUNTY may request this information from CONTRACTOR up to once per quarter.
9. FOOD INVENTORY
CONTRACTOR will develop a written plan for conducting food inventories. The plan will include the procedures for conducting food inventories, identify persons responsible for conducting the inventory, and set the schedule for completing the inventories. The plan will also include a description of the "First-in-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent deterioration. CONTRACTOR will provide COUNTY with a copy of its food inventory plan and completed food inventories, upon request.
10. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current Senior Nutrition Program, Congregate Policy & Procedures Manual. In addition, if a pest issue is identified, COUNTY reserves the right to require CONTRACTOR to take corrective action to remedy the issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.
11. DATA COLLECTION AND PRIVACY
a. At intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR will also be required to collect program data through the use of electronic collection methods. Such methods may include the use of computers, scanners, or other means. CONTRACTOR must comply with collection requirements as directed by COUNTY. b. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means (“Scanning Equipment”).
If COUNTY provides CONTRACTOR with Scanning Equipment, COUNTY will be considered legal owner and Scanning Equipment must be returned to COUNTY immediately upon termination or expiration of this agreement.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
c. CONTRACTOR agrees to provide information deemed necessary by COUNTY such as providing SNP a Budget Justification workbook with line-item budget, detailed staffing information, and a list of other agency resources being contributed towards the program.
d. CONTRACTOR must submit a completed and signed Santa Clara Senior Nutrition Program – Monthly Report, New Client Log, Monthly Scanner Data Report for the prior month by the fourth (4th) working day of the current month to their assigned registered dietitian.
e. No later than the second time an eligible participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with participant’s information. Registration forms must be submitted online to the designated COUNTY staff person on an ongoing basis for new and updated registrations.
f. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
g. Within 30 days of executing this agreement, and annually thereafter if the term of this agreement is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training provided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.
12. PARTICIPANT CONTRIBUTION PRINCIPLES
a. CONTRACTOR will provide meals to eligible individuals regardless of their ability to contribute for all or part of their meals. Recipients are requested to make a financial contribution to offset the cost of the meals. Suggested contribution for congregate meals is $3.00 per meal. If CONTRACTOR also provides home delivered meals, the suggested contribution is $3.00 per meal.
Contributions are confidential. CONTRACTOR will not disclose records of the amount of contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the right to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution is not a condition for the receipt of meals. b. CONTRACTOR will submit participant contributions monthly with the monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.
13. VOLUNTEER, GUEST, AND STAFF MEALS
a. Volunteer Meals: A volunteer under the age of 60 who provides services during Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
meal hours may be offered a meal, if doing so will not deprive an older individual of a meal. Volunteers under age 60 who receive a full meal that meets the requirements in Section 4 must pay a $3.00 fee and the fee must be included with the participant contributions and returned to the COUNTY.
CONTRACTOR must record the number of volunteer meals served.
CONTRACTOR will be reimbursed for volunteer meals provided. b. Guest Meals: A guest under the age of 60 may be offered a meal during meal hours if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. A guest must pay a fee of at least $8.00-$9.00 or up to the actual cost of the meal served, as specified in current fiscal year Budget.
CONTRACTOR must record the number of guest meals served and keep guest fees separate from participant contributions. CONTRACTOR may keep guest fees received. The cost of providing guest meals may not be included in the quarterly reconciliation.
c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be included in the quarterly reconciliation.
14. MANDATORY ATTENDANCE
CONTRACTOR must have a representative attend every required training and meeting offered by the COUNTY that is specific to the Senior Nutrition Program.
15. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and materials. Approval will not be withheld by COUNTY except for good cause.
16. NON-EXPENDABLE PROPERTY
Any acquisition by CONTRACTOR of non-expendable property with a retail purchase price in excess of five-thousand dollars ($5,000.00), that is required by CONTRACTOR for performance of this Contract, must require prior written approval of COUNTY. COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.
17. COMPETITIVE BID REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-thousand dollars ($5,000.00) must be procured through a competitive process in compliance with Sourcewise’s bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding tenthousand dollars ($10,000.00) must also comply with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY’s designated vendor, prior to making any equipment purchase that has a value of five-thousand dollars Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
($5,000.00) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.
18. OVERTIME WORK
Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals under this contract.
19. RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.
20. MEAL VERIFICATION AND ERROR RATES
CONTRACTOR must create and provide accurate electronic and paper documentation for the total number of meals provided and invoiced each month.
Paper documentation of the number of monthly meals provided includes both monthly reports, New Client Logs, Guest and Staff meal logs, and daily sign-in sheet for the meals distributed. Monthly reports are submitted to the COUNTY per section 11(d) above. Sign-in sheets are described in the Senior Nutrition Program policies and procedures manual and must be submitted to COUNTY monthly. Sign-in sheets and New Client Logs are verification of the number of meals included on the monthly reports and the total number of signatures and reported meals must match.
COUNTY will not reimburse for meals reported on the monthly report for which there is no signature on a sign-in sheet or signatures on the new client log.
Electronic documentation is described in section 11(a) above and includes electronic meal data collected through the use of a scanning device or entry into a COUNTYprovided system. Electronic data report may be accepted by COUNTY as back-up documentation for the monthly report in lieu of a sign-in sheet. COUNTY will not reimburse for meals reported on the monthly report for which there is no electronic documentation unless otherwise verified in a manner acceptable to COUNTY, such as with a new client log.
Electronic data also must be reconcilable to Sourcewise’s AssureCare database. If electronic documentation is not reconcilable to Sourcewise’s Assurecare database an error rate is created. If CONTRACTOR’s electronic data exceeds an error rate of 5%, COUNTY may withhold a percentage of CONTRACTOR’s invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, if CONTRACTOR has an error rate of 23%, COUNTY may withhold 18% (23% - 5%) of CONTRACTOR’s invoice for that month. However, if Sourcewise reimburses COUNTY for the meals that create this error rate, then the County will not withhold any percentage of CONTRACTOR’s invoice for the error rate but still may withhold payment for the other documentation issues listed in this section.
21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
by this Contract which complies with Sourcewise’s requirements and the Older Americans Act, Section 315(b)(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon. ii. Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to Sourcewise if dissatisfied with the results of CONTRACTOR’s review.
iii. Confidentiality provisions to protect the complainant’s rights to privacy.
Only information relevant to the complaint may be released to the responding party without the older individual’s consent. b. CONTRACTOR shall notify older individuals of the grievance process available to them by:
i. Posting notification of the process in visible and accessible areas, such as the bulletin boards in multipurpose senior centers or areas in which there are a substantial number of older adults. For individuals who are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals.
ii. Advising homebound older individuals of the process either orally or in writing upon CONTRACTOR’s contact with the individuals. c. Complaints may involve, but not be limited to, any or all of the following:
i. Amount or duration of a service.
ii. Denial or discontinuance of a service.
iii. Dissatisfaction with the service being provided or with the service provider. If the complaint involves an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity.
iv. Failure of the service provider to comply with any of the requirements set forth in California Department of Aging regulations or in the contract with Sourcewise.
d. Nothing in this Grievance policy shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their complaints at an open meeting of CONTRACTOR’s governing board. e. Participants shall notify the COUNTY in writing within ten working days after statement has been issued to complainant detailing the complaint, resolution and copy of the statement sent to the complainant. The address for mailing is 353 W. Julian Street, 4th Floor, San Jose, CA 95110.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Exhibit B: Program Plan & Requirements
Contract between the County of Santa Clara and City of Santa Clara
f. If a participant is dissatisfied with the results of the review, they shall notify Sourcewise in writing within ten working days after statement has been issued to complainant detailing the complaint, resolution and a copy of the statement sent to complainant. The address for mailing is 3100 De La Cruz Boulevard, Suite 310, Santa Clara, CA, 95054.
22. FISCAL YEAR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines imposed by the California Department of Aging and Sourcewise, CONTRACTOR must submit requested fiscal year-end closeout documents to COUNTY accounting staff by July 3 of current fiscal year.
Docusign Envelope ID: B123E79D-2691-4159-B561-45071EAA185A Docusign Envelope ID: B123E79D-2691-4159-B561-45071 EAA 1 B5A County of Santa Clara
Social Services Agency
FY 2024-25
Agency Name: City of Santa Clara
Program: Congregate Meals - Combined Agency Budget
A B
Budget Annual Units
Per Meal Reimbursement Rate 18,600
Contract Total I
C
Rate
$7.52
Contract between the County of Santa Clara and City of Santa Clara D
Total
$139,872.00
I $139,872.00 I
Exhibit C
Master Budget
Docusign Envelope ID: B123E79D-2691-4159-B561-45071 EAA 1 B5A County of Santa Clara
Social Services Agency
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
A B C
#of #of
Budget Daily Meals Serving Days
Per Meal Reimbursement Rate* 75 248
Grand Total
Weekly Service Plan Mon Tues Weds Thurs
Service Start 11:00AM 11:00AM 11:00AM 11:00AM
Service End 12:15 PM 12:15 PM 12:15 PM 12:15 PM
!Total Hours 1.25 1.25 1.25 1.25
Monthly Service Delivery Plan Jul Aug Sep Oct
Possible Serving Days 23 22 21 23
Unpaid Days Off 1 0 2 1
Holidays 0 0 0 0
Actual Serving Days 22 22 19 22
Budgeted Monthly Meals 1650 1650 1425 1650 (Serving Davs x # of Dailv Meals) YTD Budgeted Meals** 1650 3300 4725 6375
FY 2024-25
D E
Annual Units Rate
18,600 $7.52
Fri Sat Sun
11:00AM N/A N/A
12:15 PM N/A N/A
1.25 N/A N/A
Nov Dec Jan Feb
21 22 23 20
3 1 2 1
0 0 0 0
18 21 21 19
1350 1575 1575 1425
7725 9300 10875 12300
F
Total Contract
Amount**
$139,872.00
$139,872.00
Exhibit C
Site 1 - Service Plan & Budget
Site Preparation Type
Catered
Mar Apr May Jun Total
21 22 22 21 261
0 1 1 0 13
0 0 0 0 0
21 21 21 21 248
1575 1575 1575 1575 18600
13875 15450 17025 18600
*Only meals provided to eligible participants which meet dietary requirements will be reimbursed. The maximum number of meals reimbursed by the County will not exceed the YTD number of budgeted meals based on County-approved holiday schedule. Meals provided in a previous month but not reimbursed may be billed in a subsequent month. **Food costs must equal at least 25% less $.25 of the Total Contract Amount. Meals that are unserved will not be reimbursed.
Contract between the County of Santa Clara and City of Santa Clara Page 2 of 3 Docusign Envelope ID: B123E79D-2691-4159-B561-45071 EAA 1 B5A County of Santa Clara FY 2024-25 Exhibit C
Social Services Agency Site 1 - Staffing
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
Provide the following information for each staff member who would be assigned to fulfill the terms of contract. # Staff Job Title Activities Staff Person Will Perform
Maintains safe and sanitary procedures according to the nutritional standards and policies in all areas of food service; cleans equipment and work area; assists site manager in checking the delivery of catered food; serves the 1 Nutrition Meal Server prescribed portions for each meal; prepares beverages as necessary; stores kitchen supplies and supervises return of caterer's equipment; keeps record of usage of supplies and notifies Site Manager when inventory is low; performs related tasks as necessary.
Supervises nutrition staff and volunteers in the performance of their duties; establishes and maintains procedures which adhere to policies and standards of the City of Santa Clara, the Project Council and the County which reflect the intent of the program; orders meals and necessary supplies; assists participants with transportation needs; 2 Nutrition Site Manager keeps all necessary records; collects and deposits money received from client contributions; works with Senior Center personnel to coordinate services for clients; maintains high standards of sanitation and safety in the work place; supervises the collection of client contributions in an atmosphere free from embarrassment and harassment; confers with caterers and the County Nutritionist in the delivery of meals of basic nutritional value; performs related tasks as necessary.
3 Volunteer
Assists with dining room set up and clean up; assists with meal service and delivery; assists with preparing and serving catered meals; other duties as assigned.
Contract between the County of Santa Clara and City of Santa Clara Page 3 of 3 Santa Clara County Social Services Agency FY 2024-25 Exhibit D: Logic Model Logic Model - Agency Name: City of Santa Clara A. Contract Goal: B. Situation C. Activities/Services D1. # of unduplicated clients/families served per FY D2. # of Outputs per FY D3. Output E. Short/Long Term Outcome Measures By June 30, 2025, City of Santa Clara will have provided 17,856 meals over 248 lunch meal service days to at least 300 unduplicated seniors. 300 18,600 Meals Provide training to meal site volunteers on food safety topics. 12 6 Volunteer Trainings Provide training to meal site participants on food safety topics. 300 4 Informational Handouts SNP - Congregate Meals Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County. Lack of food access, financial instability, and social isolation are pervasive issues among the older adult community. In order to meet the needs of this community services need to include ethnically diverse cuisine served in locations in proximity to low- income neighborhoods, innovative service models that bring the food to the people, transportation options, and additional safety net resources. These services are a vital component to keeping people healthy and living independently. By June 30, 2025, at least 75% of eligible older adult congregate meal participants will have participated in at least one other service offered at the meal site. Contract between the County of Santa Clara and City of Santa Clara Page 1 of 1 Docusign Envelope ID: B123E79D-2691-4159-B561-45071 EAA 1 BSA I
First Amendment to the Contract between the County of Santa Clara and the City of Santa Clara
FIRST AMENDMENT TO THE CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND
THE CITY OF SANTA CLARA
This is the First Amendment to the Contract between the County of Santa Clara (COUNTY) and the City of Santa Clara (CONTRACTOR) for the provision of the Senior Nutrition Program – Congregate Meals.
This Contract is amended as follows:
Effective July 1, 2025, the parties agree to comply with the provisions contained in the following exhibits and article, which are either attached hereto or stated below, and incorporated herein by this reference and made a part of the Contract.
1. Add Exhibit A-1: Program Provisions, which is attached hereto and incorporated by this reference.
2. Add Exhibit B-1: Program Plan & Provisions, which is attached hereto and incorporated by this reference.
3. Add Exhibit C-1: Budget, which is attached hereto and incorporated herein by this reference.
4. Add Exhibit D-1: Logic Model, which is attached hereto and incorporated by this reference.
5. Article IV, Statutes, Regulations, and Policies, 14. LEVINE ACT COMPLIANCE is revised to read:
14. LEVINE ACT COMPLIANCE
CONTRACTOR will comply, and will ensure that its agents (as that term is defined under California Government Code section 84308(h)) and its subcontractors identified in CONTRACTOR’s proposal responding to a County solicitation and/or identified in this Agreement (“Subcontractors”) comply, with Government Code section 84308 (“Levine Act”) and the applicable regulations of the Fair Political Practices Commission concerning campaign disclosure (2 California Code of Regulations sections 18438.1 – 18438.8), which (1) require a party to a proceeding involving certain contracts to disclose on the record of the proceeding any contribution, as defined by Government Code section 84308(a)(6), of more than $500 that the party or their agent has made within the prior 12 months to a member of the County’s Board of Supervisors or any Other Elected County Officer (“Elected County Officer”), and (2) prohibit a party to a proceeding involving a covered contract from making a contribution, as defined by Government Code section 84308(a)(6), of more than $500 to any Elected County Officer during the proceeding and for 12 months following the final decision in the proceeding, as well as prohibit an agent of the party from making a contribution in any amount to any Elected County Officer during the same time periods. CONTRACTOR agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at https://www.sccgov.org/levineact, and CONTRACTOR shall require Subcontractors to do the same. If this Agreement is of the type subject to the Levine Act and is to be considered or voted upon by the County’s Board of Supervisors, CONTRACTOR shall complete the Levine Act Contractor Form: Identification of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: Identification of Agents, and CONTRACTOR must submit all such forms to the County as a prerequisite to execution of the Agreement.
All other terms and conditions of the Contract remain in full force and effect. In the event of a conflict between the original Contract and this Amendment, this Amendment controls.
DRAFT
First Amendment to the Contract between the County of Santa Clara and the City of Santa Clara IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Amendment to the Contract.
COUNTY OF SANTA CLARA CONTRACTOR
______________________________ ________________________________ Daniel Little, Director Office of City Manager
Social Services Agency City of Santa Clara
Date: _________ Date: _________
ATTEST
______________________________ ______________________________ Daniel Crick, Chief Fiscal Officer Assistant City Clerk Social Services Agency
Date: _________ Date: _________
______________________________
Procurement Department
Date: _________
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY ______________________________ ______________________________ Deputy County Counsel Office of the City Attorney
Date: _________ Date: _________
DRAFT
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals
1. SERVICE DESCRIPTION
This is a contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) for the purpose of providing meals to persons 60 years of age and older at a congregate meal site, which is to be performed in accordance with the Older Americans Act of 1965, as amended, Pub. 1. 89-73; 42 U.S.C. Section 3001 et seq., and all amendments, rules, and regulations pertaining thereto and may be funded by the Older Americans Act (OAA) and/or may be funded, in whole or part, by the American Rescue Plan Act of 2021 (ARPA), Older Adults Recovery and Resiliency (OARR), Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Modernizing the Older Californians Act (MOCA), and/or other state and federal grants to support the Senior Nutrition Program.
Meals will be provided in compliance with the current Senior Nutrition Program Policy and Procedure manual. Unless otherwise approved in advance by COUNTY in writing, all meals will be served as Congregate Meals, Indoor or Outdoor Dining. Each participant must be registered with each service model received.
2. DELIVERABLES
a. Invoices
CONTRACTOR will submit invoices in a format approved by COUNTY and as outlined in Section 6 of this Exhibit. Invoices must be signed by CONTRACTOR. b. SSA Outcome Measurement Reporting
CONTRACTOR will submit a quarterly report as outlined in Section 7 of this Exhibit and Exhibit D-1: Logic Model.
3. TERM OF CONTRACT
The term begins on July 1, 2024, and expires on June 30, 2026, unless terminated earlier or otherwise amended; with three one-year extension options.
4. MAXIMUM FINANCIAL OBLIGATION
COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $139,872.00 in FY2024-2025 and $151,061.76 in FY2025-2026 for a total not to exceed $290,933.76.
5. BUDGET CONTINGENCY
This Contract is contingent upon the appropriation of sufficient funding by COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, if funding is reduced or depleted by COUNTY for services covered by this Contract, COUNTY has the option to either terminate this Contract without notice (except that necessary to transition clients in the discretion of COUNTY) and with no liability occurring to COUNTY, or to offer an amendment to this Contract indicating the reduced amount.
DRAFT
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara
6. COMPENSATION TO CONTRACTOR
a. FEE FOR SERVICE CONTRACT
i. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A-1:
Program Provisions, Exhibit B-1: Program Plan & Requirements, Exhibit C-1:
Budget, and Exhibit D-1: Logic Model for the performance of services as outlined in this Contract up to the maximum compensation. These costs will also be in accordance with current cost principles and with all other requirements of this contract:
1. For Non-Profit Agencies, OMB Circular A-122.
2. For Local Governments, OMB Circular A-87.
3. For Public and Nonprofit Institutions of Higher Education, OMB Circular A-121.
4. For Profit Making Organization, 41 CFR Part 1.
ii. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of CONTRACTOR, and CONTRACTOR will have no claim whatsoever against COUNTY.
iii. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five (45) days thereafter. If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR’S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract. b. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) working day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for service rendered, as well as payment for participant and guest contributions as outlined in Exhibit B-1: Program Plan & Requirements.
i. Prior to submittal, invoices must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information submitted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections.
ii. Funding for time frames during the year may be allocated to the different funding sources listed in Section 1. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-todate meals listed in the Service Delivery Plan in current fiscal year Budget for DRAFT
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara the current funding source. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously and so long as there are available unreimbursed meals available from the current funding source.
iii. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
iv. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
v. COUNTY is not obligated to reimburse CONTRACTOR for any expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.
7. OUTCOME MEASUREMENT REPORTING
This contract requires SSA’s performance and outcome measurement reporting in order to demonstrate the impact of services on client populations. CONTRACTOR shall monitor, measure and report on the service outputs and outcomes outlined in Exhibit D-1: Logic Model.
CONTRACTOR must submit to COUNTY a quarterly report using the form provided by the COUNTY. Instructions and training to complete the form can be found on https://www.youtube.com/watch?v=Ij2VUO4PhW8.
CONTRACTOR must submit the report by the fifteenth (15th) working day after each quarter for services performed during the preceding quarter.
8. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the monthly expense claims.
b. CONTRACTOR will deposit all participant contributions in a bank account maintained for the Senior Nutrition Program (SNP). All deposits, withdrawals, and balances for the Senior Nutrition Program must be separately identified.
COUNTY has the right to review all financial records and bank accounts for audit purposes. Participants’ contributions will be collected, counted, and recorded daily by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the collection and count of participant contributions daily by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when possible, but no less frequently than on a weekly basis.
Participant contributions are to be kept in a secure locked location and at night locked in a safe, pending deposit into the Senior Nutrition Program bank account.
DRAFT
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara
9. ADVANCE PAYMENTS
a. If CONTRACTOR is not for profit who has not had a congregate meals contract with the COUNTY in the last five years, COUNTY, at its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will in no way increase the total maximum financial obligation specified under this contract.
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment.
c. All advance payments require full repayment prior to the expiration of the contract.
COUNTY will specify repayment method of the advance payment amount by deducting an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation is fulfilled, or deducting the advance payment amount in a lump sum from the remaining contract balance.
10. ADJUSTMENT TO EXHIBIT B-1: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Program Plan & Requirements begins.
11. ADJUSTMENT TO EXHIBIT D-1: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.
12. SERVICE PROVIDED
a. CONTRACTOR must inform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR’s client base.
b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.
c. CONTRACTOR must timely assist in the coordination of and verification of eligibility for mobility management benefits each month. d. CONTRACTOR must collaborate with other COUNTY-sponsored organizations targeting services to congregate meal participants to implement those services.
13. CRITICAL INCIDENT REPORTING PROVISION
a. CONTRACTOR shall report and document all major and/or sensitive incidents (“critical incidents”) to COUNTY pursuant to the procedures and timing outlined below. COUNTY, in its sole discretion, may require CONTRACTOR to conduct DRAFT
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara all necessary follow-up after reporting critical incidents. If there is any doubt about whether an incident should be reported, the default shall be for CONTRACTOR to report the incident to COUNTY.
b. A “critical incident” generally refers to an unanticipated and unusual event or occurrence which (1) impacts or poses a risk to the health or safety of the participants, if any, and/or CONTRACTOR’s staff; or (2) represents a significant deviation from the standard of care for the participants, if any, served by CONTRACTOR. Critical incidents may include, but are not limited to the following allegations and/or events:
i. Boundary violation (e.g., inappropriate contact/communication/or other interaction between a service provider and participants, if any, served by CONTRACTOR).
ii. Sexual assault or misconduct.
iii. Physical, psychological, or emotional abuse or neglect. iv. Attempted suicide.
v. Death.
vi. Serious injury or death related to the services provided under the contract. vii. Serious injury or death of any person on property owned, leased, or operated by CONTRACTOR, including but not limited to facilities, parks, sidewalks, roads, and parks.
viii.Serious damage to the property of another related to the services provided by CONTRACTOR under this Agreement.
ix. Event requiring significant medical intervention (e.g., emergency medical services, inpatient stay, complications from psychotropic medication regimen, overdose, involuntary psychiatric hold under § 5150).
x. Notice that the District Attorney’s Office will or has filed a criminal charge against participants and their child(ren), if any, served by CONTRACTOR. xi. Notice that the District Attorney’s Office will or has filed a criminal charge against any staff member of CONTRACTOR.
xii. Use of or possession of a weapon by participants and their child(ren), if any, served by CONTRACTOR or by CONTRACTOR’s staff.
xiii.Any phone calls made to 911 or law enforcement.
xiv. Criminal conduct involving CONTRACTOR personnel.
xv. Any other incident outside the realm of normal events that may have an adverse effect on the client, or the integrity and operation of the program. xvi. Any event that has a significant possibility of resulting in a claim or lawsuit against CONTRACTOR that is related to this Agreement.
xvii. Any event that has a possibility of receiving public or media attention. c. When CONTRACTOR, or an employee or agent of CONTRACTOR, knows or has reason to believe that a critical incident has occurred or may have occurred, CONTRACTOR must notify the COUNTY as soon as possible but no later than twenty-four (24) hours from when the incident occurred. Consistent with federal and state laws and grant requirements, CONTRACTOR must include the following information in all incident reports: name and contact information of the submitting individual; name and email address of the best contact for immediate access to a CONTRACTOR staff member who can answer questions regarding the incident; DRAFT
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara an indication of whether press coverage is likely; an incident description, including date, time, and location of the incident; the names and job titles of CONTRACTOR personnel involved in the incident; and a description of any action taken in response to the incident.
14. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates Jovan D. Grogan, City Manager, as CONTRACTOR’s representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Director of Social Services Agency, or designee, as its representative for the purpose of managing the services performed pursuant to this Contract.
15. NOTICES
All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:
a. To COUNTY: Social Services Agency
Office of Contracts Management
333 West Julian Street
San Jose, California 95110-2335
b. To CONTRACTOR: City of Santa Clara
Jovan D. Grogan, City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
16. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by COUNTY for use in subsequent procurement cycles.
DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals
1. SERVICE DESCRIPTION & EXPECTED OUTCOME
CONTRACTOR will work with the Social Services Agency – Senior Nutrition Program (COUNTY) and other community partners to ensure that the seniors receive nutritious and healthy meals at CONTRACTOR’s nutrition site(s). The Senior Nutrition Program – Congregate Meals provides seniors and older adults of Santa Clara County access to healthy, nutritious meals and the opportunity to socialize, take classes, and access other services. CONTRACTOR will perform services in compliance with the Senior Nutrition Program, Congregate Policy & Procedures Manual, and any updates thereto.
2. PERMITS AND LICENSES
CONTRACTOR will obtain all permits and licenses necessary to the performance of this contract and will assure that its subcontractors obtain the same. The CONTRACTOR will pay all normal fees for permits, licenses, inspections or any other certification or service required in the performance of this contract.
3. ELIGIBLE INDIVIDUALS
Persons who are eligible for meals and services under this contract are those persons who are 60 years of age or older or who are spouses of persons who are 60 years of age or older. Meals may be made available to disabled individuals who have not attained 60 years of age but who reside in housing facilities occupied primarily by the elderly at which congregate nutrition services are provided, or individuals with disabilities who reside at home with and accompany older individuals who are eligible for services. Priority will be given to those older persons in greatest social and economic need with particular attention to seniors who are age 75 or older, low-income, and/or living alone, as defined by the Older Americans Act of 1965.
4. MEALS
a. Meals served by CONTRACTOR must provide at least one-third (1/3rd) of the current recommended dietary allowance specified by the Food and Nutrition Board of the National Academy of Sciences – National Research Council. b. Menus will be planned by CONTRACTOR in cycles, the minimum period being five (5) weeks. Such menus must be planned in accordance with COUNTY requirements. Such menus will be submitted to COUNTY three (3) weeks prior to initial use. Client facing menus will be posted in a conspicuous location at the meal site at least one (1) week in advance of use.
c. Table settings will be of reasonable quality. If disposable dinnerware is used, it will be of sturdy quality. CONTRACTOR will only offer single-use items needed to eat or prevent spillage of the ready-to-eat food and will only provide singleuse accessories to participants upon request. Samples of single use items are forks, knives, spoons, and sporks. Compostable serve ware is highly encouraged.
DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara
5. CONGREGATE MEAL SITES
a. CONTRACTOR will provide congregate meals at the meal site(s), days, and times indicated in current fiscal year Budget. Notwithstanding, CONTRACTOR may make minor changes to the service days and times listed in current fiscal year Budget with prior written approval of COUNTY.
b. CONTRACTOR may not relocate the meal site or add a meal site without prior notification, inspection, and approval by COUNTY. Relocation or addition of a meal site without the prior approval of the COUNTY may be considered a breach of the provisions of this contract. COUNTY may suspend or withhold payments, or terminate the contract if the relocation affects any of the provisions of the contract including, but not limited to the following:
i. The relocation or addition reduces or terminates the provision of services to seniors in the geographic area served by this contract. ii. The relocation or addition changes the service area served by this contract. iii. The relocation or addition does not serve or give priority to older persons in the greatest social or economic need as defined by the Older Americans Act of 1965 as amended.
c. The site must have adequate lighting and ventilation and must meet all applicable health, fire, safety and sanitation regulations. CONTRACTOR must obtain current certificates from appropriate public officials indicating the site is in compliance with health and fire regulations.
d. CONTRACTOR shall ensure that a pleasant dining atmosphere is maintained and that there is adequate space for the equipment of participants, such as canes, crutches and wheelchairs.
e. There will be no architectural barriers which would prevent an eligible individual from having access to the meal site facility.
f. Innovative services may be added to the PROGRAM during the term of this contract, or upon an extension of this contract, upon written approval of the COUNTY.
g. If a site is designated as a catered site in current fiscal year Budget, upon written approval from COUNTY and upon obtaining all required governmental approvals, CONTRACTOR may switch to being a cook on site location. In the event of this switch, CONTRACTOR’s per-meal rate will be changed to the standard cook on site per-meal rate if different than the catered meal rate.
6. NUMBER OF MEALS, SERVING DAYS, AND HOLIDAYS
a. CONTRACTOR will provide the number of meals as specified in current fiscal year Budget. If demand by eligible individuals in the first six (6) months of this DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara Contract does not result in CONTRACTOR providing the average number of meals per day specified in current fiscal year Budget, COUNTY may terminate this Contract. Prior to termination, COUNTY and CONTRACTOR may attempt to renegotiate this Contract to allow CONTRACTOR to reduce the average number of meals to be provided per day. If CONTRACTOR provides additional meals and such additional meals will cause CONTRACTOR to exceed the Maximum Financial Obligation of this Contract, such additional costs will be the sole expense of CONTRACTOR, unless the parties agree and execute a Contract Amendment.
b. CONTRACTOR will be paid for the number of meals provided to eligible participants at a meal site, not the number of meals prepared. COUNTY will not reimburse meals served that do not meet the dietary requirements in Section 4(a).
c. CONTRACTOR must open its Nutrition Site(s) for the number of service days specified in current fiscal year Budget. CONTRACTOR must open its Nutrition Site(s) at minimum the number of serving days indicated each week except for holidays. Should CONTRACTOR close its Nutrition Site(s) due to unforeseen circumstances, CONTRACTOR will notify COUNTY immediately and work collaboratively to reschedule the day(s) that the Nutrition Site(s) was closed.
Should CONTRACTOR close their Nutrition Site(s) due to foreseen circumstances and not be able to reschedule the day(s) of services, CONTRACTOR will not be reimbursed for the number of meals allocated to the serving day(s) that the Nutrition Site(s) was closed.
7. ADVISORY COUNCIL
CONTRACTOR will ensure that an election is held to elect a participant to represent each of its nutrition sites on the countywide program Advisory Council. It will be the responsibility of the program Advisory Council to advise the COUNTY on policy matters relating to the delivery of the congregate nutrition services throughout the COUNTY program area.
8. SUPPORTIVE SERVICES
a. CONTRACTOR will provide supportive services, to the extent that such services are needed and are not already available from third parties and accessible to individuals participating in the Congregate Meals Program.
Supportive services may include:
i. Transportation of eligible individuals to and from congregate meal sites so that nutrition and other services will be accessible to those eligible individuals living within the program area who, because of lack of mobility or physical or mental handicap, would otherwise be unable to participate in the program;
ii. Information and referral services designed to provide eligible individuals with current information of, and referral to, all appropriate services to meet their needs;
DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara iii. Health and welfare counseling services designed to assist eligible individuals in dealing with the problems and stresses that interfere with normal health and social functioning. CONTRACTOR may provide such services through person-to-person assistance from trained counselors or referrals to other resources;
iv. Nutrition education through a formal program of regularly scheduled meetings to make available pertinent facts related to nutritional need; v. Recreation activities designed to foster the health and social well-being of program participants through social interaction and satisfying use of free time;
vi. Outreach activities to assure maximum participation of hard to reach and other eligible individuals.
b. CONTRACTOR will report the supportive services provided at its meal site(s) to the COUNTY in the format requested by the COUNTY and whether the service is provided by CONTRACTOR or another entity at least annually, or more often, as requested by the COUNTY. COUNTY may request this information from CONTRACTOR up to once per quarter.
9. FOOD INVENTORY
CONTRACTOR will develop a written plan for conducting food inventories. The plan will include the procedures for conducting food inventories, identify persons responsible for conducting the inventory, and set the schedule for completing the inventories. The plan will also include a description of the "First-in-First Out" food rotation system that will be used to ensure stored goods are rotated to prevent deterioration. CONTRACTOR will provide COUNTY with a copy of its food inventory plan and completed food inventories, upon request.
10. PEST CONTROL
CONTRACTOR is required to follow the pest control requirements in the current Senior Nutrition Program, Congregate Policy & Procedures Manual. In addition, if a pest issue is identified, COUNTY reserves the right to require CONTRACTOR to take corrective action to remedy the issue or require any other action from CONTRACTOR necessary to protect the health and welfare of participants.
11. DATA COLLECTION AND PRIVACY
a. At intervals prescribed by the COUNTY and, on forms provided by COUNTY, CONTRACTOR will collect program data and information relating to nutrition risk assessments, registered site participants, meals, use of services and program contributions. CONTRACTOR will also be required to collect program data through the use of electronic collection methods. Such methods may include the use of computers, scanners, or other means. CONTRACTOR must comply with collection requirements as directed by COUNTY. b. Unless otherwise specified, COUNTY will provide CONTRACTOR with the equipment needed to collect data by electronic means (“Scanning Equipment”).
DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara If COUNTY provides CONTRACTOR with Scanning Equipment, COUNTY will be considered legal owner and Scanning Equipment must be returned to COUNTY immediately upon termination or expiration of this agreement.
c. CONTRACTOR agrees to provide information deemed necessary by COUNTY such as providing SNP a Budget Justification workbook with line-item budget, detailed staffing information, and a list of other agency resources being contributed towards the program.
d. CONTRACTOR must submit a completed and signed Santa Clara Senior Nutrition Program – Monthly Report, New Client Log, Monthly Scanner Data Report for the prior month by the fourth (4th) working day of the current month to their assigned registered dietitian.
e. No later than the second time an eligible participant attends a congregate meal site operated by CONTRACTOR, CONTRACTOR must have the participant complete a registration form with participant’s information. Registration forms must be submitted online to the designated COUNTY staff person on an ongoing basis for new and updated registrations.
f. Quarterly Report. Quarterly Reports with output and outcome data must be turned in with September, December, March, and July invoices. Quarterly Reports must be prepared on the form provided by the COUNTY. Submission of the Quarterly Report is required before the corresponding monthly invoice can be paid.
g. Within 30 days of executing this agreement, and annually thereafter if the term of this agreement is extended, all employees, volunteers, subcontractors, or agents of CONTRACTOR who handle confidential client information, including but not limited to registration forms, must complete the information security and privacy presentation online training provided by the California Department of Aging (currently available at:
https://www.aging.ca.gov/ProgramsProviders/Information_Security_and_Priv acy/Presentation/index.html). Upon completion, evidence must be submitted to COUNTY to provide to Sourcewise.
12. PARTICIPANT CONTRIBUTION PRINCIPLES
a. CONTRACTOR will provide meals to eligible individuals regardless of their ability to contribute for all or part of their meals. Recipients are requested to make a financial contribution to offset the cost of the meals. Suggested contribution for congregate meals is $5.00 per meal. If CONTRACTOR also provides home delivered meals, the suggested contribution is $5.00 per meal.
Contributions are confidential. CONTRACTOR will not disclose records of the amount of contribution received or the name of contributor to third parties without written permission of the contributor. COUNTY has the right to review CONTRACTOR'S contribution records for audit purposes. Payment of the suggested contribution is not a condition for the receipt of meals.
DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara b. CONTRACTOR will submit participant contributions monthly with the monthly reimbursement claims. One hundred percent of these contributions must be submitted to COUNTY.
13. VOLUNTEER, GUEST, AND STAFF MEALS
a. Volunteer Meals: A volunteer under the age of 60 who provides services during meal hours may be offered a meal, if doing so will not deprive an older individual of a meal. Volunteers under age 60 who receive a full meal that meets the requirements in Section 4 must pay a $5.00 fee and the fee must be included with the participant contributions and returned to the COUNTY.
CONTRACTOR must record the number of volunteer meals served.
CONTRACTOR will be reimbursed for volunteer meals provided. b. Guest Meals: A guest under the age of 60 may be offered a meal during meal hours if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. A guest must pay a fee of at least $9.00 or up to the actual cost of the meal served, as specified in current fiscal year Budget.
CONTRACTOR must record the number of guest meals served and keep guest fees separate from participant contributions. CONTRACTOR may keep guest fees received. The cost of providing guest meals may not be included in the quarterly reconciliation.
c. Staff Meals: Nutrition services staff under the age of 60 may receive a meal if doing so will not deprive an older individual of a meal or add to the cost of meals prepared. CONTRACTOR must record the number of nutrition services staff meals served. The cost of providing staff meals may not be included in the quarterly reconciliation.
14. MANDATORY ATTENDANCE
CONTRACTOR must have a representative attend every required training and meeting offered by the COUNTY that is specific to the Senior Nutrition Program.
15. PURCHASES
COUNTY may require CONTRACTOR, by written notice, to obtain approval of COUNTY for all purchases of food and materials. Approval will not be withheld by COUNTY except for good cause.
16. NON-EXPENDABLE PROPERTY
Any acquisition by CONTRACTOR of non-expendable property with a retail purchase price in excess of five-thousand dollars ($5,000.00), that is required by CONTRACTOR for performance of this Contract, must require prior written approval of COUNTY. COUNTY will be the legal owner of all equipment that is purchased with COUNTY funds. COUNTY may take possession of its equipment if it is not being used primarily for program purposes and will determine disposition of that equipment upon expiration or termination of this contract.
17. COMPETITIVE BID REQUIREMENTS
a. All equipment purchases by the CONTRACTOR exceeding five-thousand dollars ($5,000.00) must be procured through a competitive process in DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara compliance with Sourcewise’s bidding procedures unless services or materials can be obtained only from a single source. Any procurement exceeding tenthousand dollars ($10,000.00) must also comply with the requirements of Office of Management and Budget Circular Uniform Guidance.
b. Unless CONTRACTOR uses the COUNTY’s designated vendor, prior to making any equipment purchase that has a value of five-thousand dollars ($5,000.00) or more, CONTRACTOR will submit to COUNTY evidence that it has received a minimum of three (3) bids for such subcontract and justification for selection of the successful bidder or submit documentation to support the use of the sole supplier. Record shall be maintained by CONTRACTOR showing the parties solicited and the bids submitted.
18. OVERTIME WORK
Overtime work expenditures that are incurred by the CONTRACTOR will not be paid by reducing services or meals under this contract.
19. RESTRICTION OF DISCLOSURES
Any reports, analysis, studies, drawings, information or data generated as a result of this contract are to be provided to COUNTY prior to public dissemination.
20. MEAL VERIFICATION AND ERROR RATES
CONTRACTOR must create and provide accurate electronic and paper documentation for the total number of meals provided and invoiced each month.
Paper documentation of the number of monthly meals provided includes both monthly reports, New Client Logs, Guest and Staff meal logs, and daily sign-in sheet for the meals distributed. Monthly reports are submitted to the COUNTY per section 11(d) above. Sign-in sheets are described in the Senior Nutrition Program policies and procedures manual and must be submitted to COUNTY monthly. Sign-in sheets and New Client Logs are verification of the number of meals included on the monthly reports and the total number of signatures and reported meals must match.
COUNTY will not reimburse for meals reported on the monthly report for which there is no signature on a sign-in sheet or signatures on the new client log.
Electronic documentation is described in section 11(a) above and includes electronic meal data collected through the use of a scanning device or entry into a COUNTYprovided system. Electronic data report may be accepted by COUNTY as back-up documentation for the monthly report in lieu of a sign-in sheet. COUNTY will not reimburse for meals reported on the monthly report for which there is no electronic documentation unless otherwise verified in a manner acceptable to COUNTY, such as with a new client log.
Electronic data also must be reconcilable to Sourcewise’s AssureCare database. If electronic documentation is not reconcilable to Sourcewise’s AssureCare database an error rate is created. If CONTRACTOR’s electronic data exceeds an error rate of 5%, COUNTY may withhold a percentage of CONTRACTOR’s invoice equivalent to the percentage of the error rate exceeding the 5% threshold. For example, if CONTRACTOR has an error rate of 23%, COUNTY may withhold 18% (23% - 5%) DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara of CONTRACTOR’s invoice for that month. However, if Sourcewise reimburses COUNTY for the meals that create this error rate, then the County will not withhold any percentage of CONTRACTOR’s invoice for the error rate but still may withhold payment for the other documentation issues listed in this section.
21. GRIEVANCE POLICY
a. CONTRACTOR must establish a written grievance process for reviewing and attempting to resolve complaints of older individuals receiving services funded by this Contract which complies with Sourcewise’s requirements and the Older Americans Act, Section 315(b)(4). At a minimum, the process shall include all of the following:
i. Time frames within which a complaint will be acted upon. ii. Written notification to the complainant of the results of the review, including a statement that the complainant may appeal to Sourcewise if dissatisfied with the results of CONTRACTOR’s review.
iii. Confidentiality provisions to protect the complainant’s rights to privacy.
Only information relevant to the complaint may be released to the responding party without the older individual’s consent. b. CONTRACTOR shall notify older individuals of the grievance process available to them by:
i. Posting notification of the process in visible and accessible areas, such as the bulletin boards in multipurpose senior centers or areas in which there are a substantial number of older adults. For individuals who are non-English speaking, the notification shall also be posted in the primary language of a significant number of older individuals.
ii. Advising homebound older individuals of the process either orally or in writing upon CONTRACTOR’s contact with the individuals. c. Complaints may involve, but not be limited to, any or all of the following:
i. Amount or duration of a service.
ii. Denial or discontinuance of a service.
iii. Dissatisfaction with the service being provided or with the service provider. If the complaint involves an issue of professional conduct that is under the jurisdiction of another entity, such as the California Medical Board or the State Bar Association, the complainant shall be referred to the proper entity.
iv. Failure of the service provider to comply with any of the requirements set forth in California Department of Aging regulations or in the contract with Sourcewise.
DRAFT
Exhibit B-1: Program Plan & Requirements
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara d. Nothing in this Grievance policy shall be construed as prohibiting older individuals from seeking other available remedies, such as presenting their complaints at an open meeting of CONTRACTOR’s governing board. e. Participants shall notify the COUNTY in writing within ten working days after statement has been issued to complainant detailing the complaint, resolution and copy of the statement sent to the complainant. The address for mailing is 353 W. Julian Street, 4th Floor, San Jose, CA 95110.
f. If a participant is dissatisfied with the results of the review, they shall notify Sourcewise in writing within ten working days after statement has been issued to complainant detailing the complaint, resolution and a copy of the statement sent to complainant. The address for mailing is 3100 De La Cruz Boulevard, Suite 310, Santa Clara, CA, 95054.
22. FISCAL YEAR CLOSEOUT SUBMISSION
Due to fiscal reporting deadlines imposed by the California Department of Aging and Sourcewise, CONTRACTOR must submit requested fiscal year-end closeout documents to COUNTY accounting staff by July 3 of current fiscal year.
DRAFT
County of Santa Clara
Social Services Agency
FY 2025-26 Exhibit C-1
Master Budget
Agency Name:
Program:
A
Budget
Per Meal Reimbursement Rate
Contract Total
Annual Units Rate Total
City of Santa Clara
Congregate Meals - Combined Agency Budget
B C D
$151,061.76
20,088 $7.52 $151,061.76
First Amendement to the Contract between the County of Santa Clara and City of Santa Clara Page 1 of 4 DRAFT
County of Santa Clara
Social Services Agency
FY 2025-26 Exhibit C-1
Site 1 - Holidays
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
A B
Date Holiday Name
07/04/2025 Fourth of July (unpaid)
09/01/2025 Labor Day (unpaid)
09/09/2025 Admission Day (unpaid)
10/13/2025 Indigenous Peoples' Day (unpaid)
11/11/2025 Veteran's Day (unpaid)
11/27/2025 Thanksgiving (unpaid)
11/28/2025 Day After Thanksgiving (unpaid)
12/25/2025 Christmas Day (unpaid)
01/01/2026 New Year's Day (unpaid)
01/19/2026 Martin Luther King Jr. (unpaid)
02/16/2026 President's Day (unpaid)
04/03/2026 Spring Holiday (unpaid)
05/25/2026 Memorial Day (unpaid)
Total Holidays 0
Contractor will close on the following dates for observance of the listed holiday.
First Amendement to the Contract between the County of Santa Clara and City of Santa Clara Page 2 of 4
DRAFT I
County of Santa Clara
Social Services Agency
FY 2025-26 Exhibit C-1
Site 1 - Service Plan & Budget
Agency Name:
Site:
A
Budget
Per Meal Reimbursement Rate*
Grand Total
Weekly Service Plan Mon Tues Weds Thurs Fri Sat Sun
Service
Days
Service Start 11:00 AM 11:00 AM 11:00 AM 11:00 AM 11:00 AM N/A N/A Service End 12:00 PM 12:00 PM 12:00 PM 12:00 PM 12:00 PM N/A N/A Total Hours 1.00 1.00 1.00 1.00 1.00 N/A N/A 5
Monthly Service Delivery Plan Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Total Possible Serving Days 23 21 22 23 20 23 22 20 22 22 21 22 261 Unpaid Days Off 1 0 2 1 3 1 2 1 0 1 1 0 13
Holidays 0 0 0 0 0 0 0 0 0 0 0 0 0
Actual Serving Days 22 21 20 22 17 22 20 19 22 21 20 22 248 Budgeted Monthly Meals
(Serving Days x # of Daily Meals) 1782 1701 1620 1782 1377 1782 1620 1539 1782 1701 1620 1782 20088 YTD Budgeted Meals** 1782 3483 5103 6885 8262 10044 11664 13203 14985 16686 18306 20088 *Only meals provided to eligible participants which meet dietary requirements will be reimbursed. The maximum number of meals reimbursed by the County will not exceed the YTD number of budgeted meals based on County-approved holiday schedule. Meals provided in a previous month but not reimbursed may be billed in a subsequent month. **Food costs must equal at least 25% less $.25 of the Total Contract Amount. Meals that are unserved will not be reimbursed.
Rate
$7.52
Total Contract
Amount**
$151,061.76
$151,061.76
81 248 20,088
City of Santa Clara
Site Preparation Type
Catered
Santa Clara Senior Center
B C D E F
# of
Daily Meals
# of
Serving Days Annual Units
First Amendement to the Contract between the County of Santa Clara and City of Santa Clara Page 3 of 4 DRAFT
County of Santa Clara
Social Services Agency
FY 2025-26 Exhibit C-1
Site 1 - Staffing
Agency Name: City of Santa Clara
Site: Santa Clara Senior Center
# Staff Job Title Activities Staff Person Will Perform
1 Nutrition Meal Server
Maintains safe and sanitary procedures according to the nutritional standards and policies in all areas of food service; cleans equipment and work area; assists site manager in checking the delivery of catered food; serves the prescribed portions for each meal; prepares beverages as necessary; stores kitchen supplies and supervises return of caterer's equipment; keeps record of usage of supplies and notifies Site Manager when inventory is low; performs related tasks as necessary.
2 Nutrition Site Manager
Supervises nutrition staff and volunteers in the performance of their duties; establishes and maintains procedures which adhere to policies and standards of the City of Santa Clara, the Project Council and the County which reflect the intent of the program; orders meals and necessary supplies; assists participants with transportation needs; keeps all necessary records; collects and deposits money received from client contributions; works with Senior Center personnel to coordinate services for clients; maintains high standards of sanitation and safety in the work place; supervises the collection of client contributions in an atmosphere free from embarrassment and harassment; confers with caterers and the County Nutritionist in the delivery of meals of basic nutritional value; performs related tasks as necessary.
3 Volunteer Assists with dining room set up and clean up; assists with meal service and delivery; assists with preparing and serving catered meals; other duties as assigned.
Provide the following information for each staff member who would be assigned to fulfill the terms of contract.
First Amendement to the Contract between the County of Santa Clara and City of Santa Clara Page 4 of 4 DRAFT
Santa Clara County
Social Services Agency
FY 2025-26 Exhibit D-1: Logic Model
Logic Model - Agency Name: City of Santa Clara
A. Contract Goal:
B. Situation C. Activities/Services
D1. # of
unduplicated
clients/families
served per FY
D2. # of
Outputs
per FY
D3. Output E. Short/Long Term
Outcome Measures
By June 30, 2026, the City of Santa
Clara will have provided 20,088
meals during 248 lunch meal service
days to at least 300 unduplicated
seniors, age 60+.
300 20,088 Meals
Provide quarterly entertainment to
meal site participants to encourage
diversity and inclusion.
300 4 Entertainment
Provide quarterly presentations to
meal site participants on topics such
as nutrition, exercise, and
socialization.
300 4 Presentations
SNP - Congregate Meals
Provide nutritious meals, opportunities to socialize, transportation, and resources to older adults across Santa Clara County.
Lack of food access,
financial instability, and
social isolation are
pervasive issues among the
older adult community. In
order to meet the needs of
this community services
need to include ethnically
diverse cuisine served in
locations in proximity to lowincome neighborhoods,
innovative service models
that bring the food to the
people, transportation
options, and additional
safety net resources. These
services are a vital
component to keeping
people healthy and living
independently.
By June 30, 2026, at least 75% of eligible older adult
congregate meal participants will have participated in at least one other service offered at the meal site.
First Amendment for the Contract between the County of Santa Clara Social Services Agency and City of Santa Clara Page 4 of 4 DRAFT
I
First Amendment to the Contract between the County of Santa Clara and the City of Santa Clara
FIRST AMENDMENT TO THE CONTRACT BETWEEN THE COUNTY OF SANTA CLARA AND
THE CITY OF SANTA CLARA
This is the First Amendment to the Contract between the County of Santa Clara (COUNTY) and the City of Santa Clara (CONTRACTOR) for the provision of the Senior NutriƟon Program – Congregate Meals.
This Contract is amended as follows:
EffecƟve July 1, 2025, the parƟes agree to comply with the provisions contained in the following exhibits and arƟcle, which are either aƩached hereto or stated below, and incorporated herein by this reference and made a part of the Contract.
1. Add Exhibit A-1: Program Provisions, which is aƩached hereto and incorporated by this reference.
2. Add Exhibit B-1: Program Plan & Provisions, which is aƩached hereto and incorporated by this reference.
3. Add Exhibit C-1: Budget, which is aƩached hereto and incorporated herein by this reference.
4. Add Exhibit D-1: Logic Model, which is aƩached hereto and incorporated by this reference.
5. ArƟcle I, 4. GOVERNING LAW, VENUE is revised to read:
4. GOVERNING LAW, VENUE
This agreement shall be construed and interpreted according to the laws of the State of California, excluding its conflict of law principles. Proper venue for legal acƟons shall be exclusively vested in state court in Santa Clara County. The parƟes agree that subject maƩer and personal jurisdicƟon are proper in state court in Santa Clara County and waive all venue objecƟons.
6. ArƟcle IV, 5. CONTRACTING PRINCIPLES is revised to read:
5. CONTRACTING PRINCIPLES
All enƟƟes that contract with the County to provide services where the contract value is $100,000 or more per budget unit per fiscal year and/or as otherwise directed by the Board, shall be fiscally responsible enƟƟes and shall treat their employees fairly. To ensure compliance with these contracƟng principles, all contractors shall: (1) comply with all applicable federal, state and local rules, regulaƟons and laws; (2) maintain financial records, and make those records available upon request; (3) provide to the County copies of any financial audits that have been completed during the term of the contract; (4) upon the County’s request, provide the County reasonable access, through representaƟves of the Contractor, to faciliƟes, financial and employee records that are related to the purpose of the contract, except where prohibited by federal or state laws, regulaƟons or rules.
7. ArƟcle IV, 14. LEVINE ACT COMPLIANCE is revised to read:
14. LEVINE ACT COMPLIANCE
CONTRACTOR will comply, and will ensure that its agents (as that term is defined under California Government Code secƟon 84308(h)) and its subcontractors idenƟfied in CONTRACTOR’s proposal responding to a County solicitaƟon and/or idenƟfied in this Agreement (“Subcontractors”) comply, with Government Code secƟon 84308 (“Levine Act”) and the applicable regulaƟons of the Fair PoliƟcal PracƟces Commission concerning campaign disclosure (2 California Code of RegulaƟons secƟons 18438.1 – 18438.8), which (1) require a party to a proceeding involving certain contracts to disclose on the record of the proceeding any contribuƟon, as defined by Government Code secƟon 84308(a)(6), of more than $500 that the party or their agent has made within the prior 12 months to a member of the County’s Board of Supervisors or any Other Elected County Officer (“Elected County Officer”), and (2) prohibit a party to a proceeding involving a
First Amendment to the Contract between the County of Santa Clara and the City of Santa Clara covered contract from making a contribuƟon, as defined by Government Code secƟon 84308(a)(6), of more than $500 to any Elected County Officer during the proceeding and for 12 months following the final decision in the proceeding, as well as prohibit an agent of the party from making a contribuƟon in any amount to any Elected County Officer during the same Ɵme periods. CONTRACTOR agrees to submit any disclosures required to be made under the Levine Act at the Office of the Clerk of the Board of Supervisors website at hƩps://www.sccgov.org/levineact, and CONTRACTOR shall require Subcontractors to do the same. If this Agreement is of the type subject to the Levine Act and is to be considered or voted upon by the County’s Board of Supervisors, CONTRACTOR shall complete the Levine Act Contractor Form: IdenƟficaƟon of Subcontractors and Agents, and if applicable, shall ensure that any Subcontractor completes the Levine Act Subcontractor Form: IdenƟficaƟon of Agents, and CONTRACTOR must submit all such forms to the County as a prerequisite to execuƟon of the Agreement.
8. Add ArƟcle IV, 15. ACCESSIBILITY OF WEB CONTENT AND MOBILE APPLICATIONS INTENTED FOR PUBLIC USE:
15. ACCESSIBILITY OF WEB CONTENT AND MOBILE APPLICATIONS INTENTED FOR PUBLIC USE Any web content and/or mobile applicaƟon created, modified, or published by the Contractor pursuant to this Agreement for public use shall comply with the Level A and Level AA or higherlevel success criteria and conformance requirements specified in the 2018 or a later-published version of the Web Content Accessibility Guidelines 2.1, available at hƩps://www.w3.org/TR/2018/REC-WCAG21-20180605/.
All other terms and condiƟons of the Contract remain in full force and effect. In the event of a conflict between the original Contract and this Amendment, this Amendment controls.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereby agree to the terms of this Amendment to the Contract.
COUNTY OF SANTA CLARA CONTRACTOR
______________________________ ________________________________ Greta Hansen, Chief OperaƟng Officer Office of City Manager Social Services Agency City of Santa Clara
Date: _________ Date: _________
ATTEST
______________________________ ______________________________ Daniel LiƩle, Director Assistant City Clerk
Social Services Agency
Date: _________ Date: _________
First Amendment to the Contract between the County of Santa Clara and the City of Santa Clara
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY ______________________________ ______________________________ Deputy County Counsel Office of the City AƩorney
Date: _________ Date: _________
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara CONTRACTOR: City of Santa Clara
PROGRAM NAME: Senior Nutrition Program – Congregate Meals
1. SERVICE DESCRIPTION
This is a contract between the County of Santa Clara (COUNTY) and City of Santa Clara (CONTRACTOR) for the purpose of providing meals to persons 60 years of age and older at a congregate meal site, which is to be performed in accordance with the Older Americans Act of 1965, as amended, Pub. 1. 89-73; 42 U.S.C. Section 3001 et seq., and all amendments, rules, and regulations pertaining thereto and may be funded by the Older Americans Act (OAA) and/or may be funded, in whole or part, by the American Rescue Plan Act of 2021 (ARPA), Older Adults Recovery and Resiliency (OARR), Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Modernizing the Older Californians Act (MOCA), and/or other state and federal grants to support the Senior Nutrition Program.
Meals will be provided in compliance with the current Senior Nutrition Program Policy and Procedure manual. Unless otherwise approved in advance by COUNTY in writing, all meals will be served as Congregate Meals, Indoor or Outdoor Dining. Each participant must be registered with each service model received.
2. DELIVERABLES
a. Invoices
CONTRACTOR will submit invoices in a format approved by COUNTY and as outlined in Section 6 of this Exhibit. Invoices must be signed by CONTRACTOR. b. SSA Outcome Measurement Reporting
CONTRACTOR will submit a quarterly report as outlined in Section 7 of this Exhibit and Exhibit D-1: Logic Model.
3. CONDITIONAL AMENDMENTS
The County Executive, or designee, received delegation of authority from the Board of Supervisors on June 17, 2025, to negotiate, execute, amend, and terminate the scope of services, the term, new or revised contracting requirements, maximum financial obligation and budget of this Contract through June 30, 2026 based upon the following conditions:
a. COUNTY has appropriated sufficient funds for the modification of this Contract, b. CONTRACTOR is meeting the performance requirements for this contract, c. County Counsel has reviewed and approved the amendment as to form and legality, and
d. County Executive has approved the amendment.
4. TERM OF CONTRACT
The term begins on July 1, 2024, and expires on June 30, 2026, unless terminated earlier or otherwise amended; with three one-year extension options.
5. MAXIMUM FINANCIAL OBLIGATION
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara COUNTY will reimburse CONTRACTOR actual allowable expenditures subject to the provisions of this Contract, for a total not to exceed $139,872.00 in FY2024-2025 and $151,061.76 in FY2025-2026 for a total not to exceed $290,933.76.
6. BUDGET CONTINGENCY
This Contract is contingent upon the appropriation of sufficient funding by COUNTY for the services covered by this Contract. Notwithstanding the termination provisions set forth herein, if funding is reduced or depleted by COUNTY for services covered by this Contract, COUNTY has the option to either terminate this Contract without notice (except that necessary to transition clients in the discretion of COUNTY) and with no liability occurring to COUNTY, or to offer an amendment to this Contract indicating the reduced amount.
7. COMPENSATION TO CONTRACTOR
a. FEE FOR SERVICE CONTRACT
i. CONTRACTOR will be paid by COUNTY in accordance with Exhibit A-1:
Program Provisions, Exhibit B-1: Program Plan & Requirements, Exhibit C-1:
Budget, and Exhibit D-1: Logic Model for the performance of services as outlined in this Contract up to the maximum compensation. These costs will also be in accordance with current cost principles and with all other requirements of this contract:
1. For Non-Profit Agencies, OMB Circular A-122.
2. For Local Governments, OMB Circular A-87.
3. For Public and Nonprofit Institutions of Higher Education, OMB Circular A-121.
4. For Profit Making Organization, 41 CFR Part 1.
ii. If CONTRACTOR provides any tasks, deliverables, goods, services, or other work, other than as specified in this Contract, the same will be deemed to be a gratuitous effort on the part of CONTRACTOR, and CONTRACTOR will have no claim whatsoever against COUNTY.
iii. CONTRACTOR must participate in a closeout period at the end of the COUNTY funding period. During the closeout period all funds awarded to CONTRACTOR must be reconciled to the costs incurred and to the remaining cash, if any. A closeout packet will be provided to CONTRACTOR by COUNTY at the end of the funding period and is due within forty-five (45) days thereafter. If actual cost of providing services based on Unit Cost per meal is less than the amount reimbursed by COUNTY, CONTRACTOR’S final reimbursement will be reduced by the overpayment received from COUNTY. This provision survives the termination of this Contract. b. COMPENSATION
CONTRACTOR must submit to COUNTY an invoice in a form approved by COUNTY, by the tenth (10th) working day of each month for the month just preceding in which services were performed. The CONTRACTOR will get paid on a monthly basis upon receiving an accurate account and invoice for service Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara rendered, as well as payment for participant and guest contributions as outlined in Exhibit B-1: Program Plan & Requirements.
i. Prior to submittal, invoices must be certified and signed by a responsible officer of CONTRACTOR with authority to certify that the information submitted by CONTRACTOR is accurate and CONTRACTOR is entitled to payment under the terms of the Contract. COUNTY may rely on said certification in making payment, but this payment will not constitute a waiver of any of COUNTY's legal rights or objections.
ii. Funding for time frames during the year may be allocated to the different funding sources listed in Section 1. In order to ensure continuation of service, CONTRACTOR will not be paid for meals in excess of the number of year-todate meals listed in the Service Delivery Plan in current fiscal year Budget for the current funding source. Meals that are provided but not reimbursed in a particular month may be reimbursed if claimed on later invoice so long as CONTRACTOR has offered the agreed upon services continuously and so long as there are available unreimbursed meals available from the current funding source.
iii. If the invoice is in proper form and the items billed are payable under this Contract, COUNTY will make payment to CONTRACTOR.
iv. COUNTY will not be required to make payment if the amount claimed is not in accordance with the provisions of this Contract. All payments under this Contract will be made directly to CONTRACTOR as a corporate entity. Under no circumstances will COUNTY be required to make payments in any amount pursuant to this Contract to any other parties, including individual employees or creditors of CONTRACTOR.
v. COUNTY is not obligated to reimburse CONTRACTOR for any expenditure not reported to COUNTY within sixty (60) calendar days after the end of the last month of the Contract term.
8. OUTCOME MEASUREMENT REPORTING
This contract requires SSA’s performance and outcome measurement reporting in order to demonstrate the impact of services on client populations. CONTRACTOR shall monitor, measure and report on the service outputs and outcomes outlined in Exhibit D-1: Logic Model.
CONTRACTOR must submit to COUNTY a quarterly report using the form provided by the COUNTY. Instructions and training to complete the form can be found on https://www.youtube.com/watch?v=Ij2VUO4PhW8.
CONTRACTOR must submit the report by the fifteenth (15th) working day after each quarter for services performed during the preceding quarter.
9. PARTICIPANT CONTRIBUTIONS
a. CONTRACTOR will submit participant contributions on a monthly basis with the Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara monthly expense claims.
b. CONTRACTOR will deposit all participant contributions in a bank account maintained for the Senior Nutrition Program (SNP). All deposits, withdrawals, and balances for the Senior Nutrition Program must be separately identified.
COUNTY has the right to review all financial records and bank accounts for audit purposes. Participants’ contributions will be collected, counted, and recorded daily by CONTRACTOR. Two persons designated by CONTRACTOR will co-verify the collection and count of participant contributions daily by their signature and date on a participant contribution accounting record. Participant contributions are to be deposited daily when possible, but no less frequently than on a weekly basis.
Participant contributions are to be kept in a secure locked location and at night locked in a safe, pending deposit into the Senior Nutrition Program bank account.
10. ADVANCE PAYMENTS
a. If CONTRACTOR is not for profit who has not had a congregate meals contract with the COUNTY in the last five years, COUNTY, at its discretion may make advance payments under this contract to CONTRACTOR up to a maximum of 25% of the total contract amount and under conditions as the COUNTY may specify. Such advance payments will in no way increase the total maximum financial obligation specified under this contract.
b. CONTRACTOR must meet fidelity bond requirements as specified in Article V F. of this contract prior to receiving advance payment.
c. All advance payments require full repayment prior to the expiration of the contract.
COUNTY will specify repayment method of the advance payment amount by deducting an agreed upon monthly amount from the outstanding balance of the contract until the repayment obligation is fulfilled, or deducting the advance payment amount in a lump sum from the remaining contract balance.
11. ADJUSTMENT TO EXHIBIT B-1: PROGRAM PLAN & REQUIREMENTS A written adjustment to the Program Plan & Requirements may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Program Plan & Requirements begins.
12. ADJUSTMENT TO EXHIBIT D-1: LOGIC MODEL
A written adjustment to the Logic Model may be approved by the COUNTY Representative, or designee, identified in this Exhibit, without a contract amendment as long as the adjustment reflects approved original program provisions and both parties are notified at least 10 days before the adjusted Logic Model begins.
13. SERVICE PROVIDED
a. CONTRACTOR must inform COUNTY of services and activities performed under this Contract and accept appropriately referred clients from the COUNTY for contract services as part of CONTRACTOR’s client base.
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara b. CONTRACTOR must coordinate services with other organizations providing similar services in order to foster community cooperation and avoid unnecessary duplication of services.
c. CONTRACTOR must timely assist in the coordination of and verification of eligibility for mobility management benefits each month. d. CONTRACTOR must collaborate with other COUNTY-sponsored organizations targeting services to congregate meal participants to implement those services.
14. CRITICAL INCIDENT REPORTING PROVISION
a. CONTRACTOR shall report and document all major and/or sensitive incidents (“critical incidents”) to COUNTY pursuant to the procedures and timing outlined below. COUNTY, in its sole discretion, may require CONTRACTOR to conduct all necessary follow-up after reporting critical incidents. If there is any doubt about whether an incident should be reported, the default shall be for CONTRACTOR to report the incident to COUNTY.
b. A “critical incident” generally refers to an unanticipated and unusual event or occurrence which (1) impacts or poses a risk to the health or safety of the participants, if any, and/or CONTRACTOR’s staff; or (2) represents a significant deviation from the standard of care for the participants, if any, served by CONTRACTOR. Critical incidents may include, but are not limited to the following allegations and/or events:
i. Boundary violation (e.g., inappropriate contact/communication/or other interaction between a service provider and participants, if any, served by CONTRACTOR).
ii. Sexual assault or misconduct.
iii. Physical, psychological, or emotional abuse or neglect. iv. Attempted suicide.
v. Death.
vi. Serious injury or death related to the services provided under the contract. vii. Serious injury or death of any person on property owned, leased, or operated by CONTRACTOR, including but not limited to facilities, parks, sidewalks, roads, and parks.
viii. Serious damage to the property of another related to the services provided by CONTRACTOR under this Agreement.
ix. Event requiring significant medical intervention (e.g., emergency medical services, inpatient stay, complications from psychotropic medication regimen, overdose, involuntary psychiatric hold under § 5150).
x. Notice that the District Attorney’s Office will or has filed a criminal charge against participants and their child(ren), if any, served by CONTRACTOR. xi. Notice that the District Attorney’s Office will or has filed a criminal charge against any staff member of CONTRACTOR.
xii. Use of or possession of a weapon by participants and their child(ren), if any, served by CONTRACTOR or by CONTRACTOR’s staff.
xiii. Any phone calls made to 911 or law enforcement.
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara xiv. Criminal conduct involving CONTRACTOR personnel.
xv. Any other incident outside the realm of normal events that may have an adverse effect on the client, or the integrity and operation of the program. xvi. Any event that has a significant possibility of resulting in a claim or lawsuit against CONTRACTOR that is related to this Agreement.
xvii. Any event that has a possibility of receiving public or media attention. c. When CONTRACTOR, or an employee or agent of CONTRACTOR, knows or has reason to believe that a critical incident has occurred or may have occurred, CONTRACTOR must notify the COUNTY as soon as possible but no later than twenty-four (24) hours from when the incident occurred. Consistent with federal and state laws and grant requirements, CONTRACTOR must include the following information in all incident reports: name and contact information of the submitting individual; name and email address of the best contact for immediate access to a CONTRACTOR staff member who can answer questions regarding the incident; an indication of whether press coverage is likely; an incident description, including date, time, and location of the incident; the names and job titles of CONTRACTOR personnel involved in the incident; and a description of any action taken in response to the incident.
15. CONTRACT REPRESENTATIVES
a. CONTRACTOR designates Jovan D. Grogan, City Manager, as CONTRACTOR’s representative for the purpose of performing the services as required by this Contract. Unless otherwise indicated in writing, the above-named person has the primary authority and responsibility to carry out this Contract. b. COUNTY designates the Director of Social Services Agency, or designee, as its representative for the purpose of managing the services performed pursuant to this Contract.
16. NOTICES
All notices prescribed by this Contract will be in writing and deemed effective if sent by certified mail or registered mail and properly deposited with the United States Postal Service, postage prepaid with return receipt requested and addressed as follows:
a. To COUNTY: Social Services Agency
Office of Contracts Management
333 West Julian Street
San Jose, California 95110-2335
b. To CONTRACTOR: City of Santa Clara
Jovan D. Grogan, City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Exhibit A-1: Program Provisions
First Amendment to the Contract between the County of Santa Clara and City of Santa Clara
17. COUNTY’S CONTRACT TRANSITION PROCESS
CONTRACTOR agrees to provide all information deemed necessary by COUNTY for use in subsequent procurement cycles.
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-261 Agenda Date: 6/9/2026
REPORT TO COUNCIL
SUBJECT
Action on an Agreement with Blair, Church & Flynn Consulting Engineers for Design Professional Services for the Citywide Electric Vehicle Charging Stations Installation Project and Related Budget Amendments
BACKGROUND
Over the last several years, Silicon Valley Power (SVP) has led efforts to install Electric Vehicle Charging Stations (EVCS) at various City-owned public and fleet sites including the Central Park Library, City Hall, Mission Branch Library, Northside Branch Library, Senior Center, Park Services Center, Triton Museum, Community Recreation Center, Convention Center, Tasman Garage, Police Station, Street Corporation Yard, and at multiple parks.
To support the future installation of additional EVCS at City-owned public and fleet sites, the City applied for and was awarded funding under SVP’s Municipal Government and Nonprofit EV Charging Station Grant Program. This program supports the electrification of municipal and nonprofit fleets in Santa Clara, advances sustainability and climate action goals through expanded public and workplace Electric Vehicle charging infrastructure and helps reduce citywide emissions.
The Citywide Electric Vehicle Charging Stations Installation Project (Project) proposes to install EVCS at various City-owned public and fleet sites, including at Fire Stations 2, 6, and 8, Mission City Memorial Park, the Don Von Raesfeld Power Plant, the Street Corporation Yard, the Santa Clara Police Department, Central Park Library, the Senior Center, City Hall, and at the Community Recreation Center. The specific improvements, including the Project locations, numbers of chargers, and types of chargers, are subject to refinement and change during the course of the Project based upon further engineering design, available construction budget, and coordination with internal City departments based on needs. The design and construction phase of this Project is being led by the Public Works Department.
In order to prepare the Project for design and public works bidding, the City needs to retain a consultant to provide comprehensive engineering design services.
DISCUSSION
Pursuant to City Code Section 2.105.140(c) and State laws governing procurement of architectural and engineering services, the City followed a qualifications-based selection process. Under this process, proposers are evaluated based on their demonstrated competence and qualifications, and the most qualified proposer(s) is selected, subject to the negotiation of fair and reasonable compensation.
In December 2025, a competitive Request for Proposals (RFP) was published on the City’s eCity of Santa Clara Page 1 of 4 Printed on 6/5/2026 powered by Legistar™
26-261 Agenda Date: 6/9/2026
procurement platform, which was viewed by over 100 members, including consultants, plan rooms, and builder exchanges, among others. Additional firms were able to view the RFP as members of various plan rooms and builder exchanges. Staff also provided direct notifications to consultants who had viewed similar projects in the past.
The City received nine proposals from: Blair, Church & Flynn Consulting Engineers; Glumac, Inc.; Kimley-Horn; NV5 Clean Energy; AECOM; One Asplundh; Watry Design, Inc.; IPS; and Electrical Advantage Engineering. A proposal review panel consisting of staff from the Department of Public Works Design, Field Services, and Fleet divisions evaluated each proposal based on the criteria outlined in the Request for Proposals (RFP), including responsiveness to the RFP, qualifications of the firm, project approach, ability to meet the proposed schedule, and relevant project experience.
Based on the panel’s evaluation, staff recommends awarding the agreement to Blair, Church & Flynn Consulting Engineers (BCF). BCF demonstrated a strong understanding of the Project requirements and presented a comprehensive and effective approach to addressing the services identified in the RFP. BCF also brings extensive engineering experience within California and a proven track record of successfully delivering similar projects.
The proposed Agreement (Attachment 1) includes a negotiated scope of services and fees based upon the understanding of the services required for the Project. The scope of services generally includes preliminary engineering, preparation of construction documents, bidding support, construction support, and project closeout. Staff recommends entering into an agreement with BCF to provide design professional services for the Project. The agreement includes prevailing wage requirements.
ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 as the action being considered does not commit the City to undertake the project and future discretionary approvals are required by the City to approve the project for construction.
Environmental review in accordance with CEQA will occur as part of the design and approval process.
FISCAL IMPACT
The proposed Agreement is for a total not-to-exceed amount of $1,374,595, consisting of $1,195,300 for basic services and $179,295 for additional services.
Funding for the Agreement is available through the award from SVP’s Municipal Government and Nonprofit EV Charging Station Grant Program. SVP notified the City of approval of approximately $11,000,000 for the Project under the grant program.
Staff recommends establishing a new project titled “Citywide Electric Vehicle Charging Stations Installation Project” in the Public Buildings Capital Fund and transferring $1,484,595 from the Greenhouse Gas Program in the Electric Operating Grant Trust Fund to the new project. This amount will fund the Project’s design phase and includes the total not-to-exceed amount of $1,374,595 for the Agreement plus $110,000 for project delivery costs, including engineering, permit fees, and other design phase costs.
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26-261 Agenda Date: 6/9/2026
Additional funding necessary for the construction phase of the Project, including the additional appropriation of remaining awarded grant funds, will be brought forward for Council’s consideration at a future date.
Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Electric Operating Grant Trust Fund
(Fund 191)
Transfers To
Public Buildings Capital Fund $0 $1,484,595 $1,484,595
Ending Fund Balance
Greenhouse Gas Program $12,068,064 ($1,484,595) $10,583,469 Public Buildings Capital Fund (Fund
538)
Transfers From
Electric Operating Grant Trust Fund $0 $1,484,595 $1,484,595 Expenditures Citywide Electric Vehicle
Charging Stations Installation (New
Project)
$0 $1,484,595 $1,484,595
COORDINATION
This report has been coordinated with the Finance Department, Silicon Valley Power, and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] or at the public information desk at any City of Santa Clara public library.
RECOMMENDATION
1. Approve and authorize the City Manager to execute an agreement with Blair, Church & Flynn Consulting Engineers for design professional services for the Citywide Electric Vehicle Charging Stations Installation Project with maximum compensation not-to-exceed $1,374,595 and a term through December 31, 2031, in a final form approved by the City Attorney;
2. Authorize the City Manager to negotiate and execute amendments to the agreement to make modifications as needed, including time extensions, subject to the compensation limit and appropriation of funds, in final forms approved by the City Attorney; and
3. Approve the following Fiscal Year 2025/26 budget amendments:
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26-261 Agenda Date: 6/9/2026
A. In the Electric Operating Grant Trust Fund, decrease the Greenhouse Gas Program Ending Fund Balance and establish a transfer to the Public Buildings Capital Fund in the amount of $1,484,595 (five affirmative Council votes required for the use of unused balances) ; and B. In the Public Buildings Capital Fund, establish the new Citywide Electric Vehicle Charging Stations Installation Project and recognize a transfer from the Electric Operating Grant Trust Fund and in the amount of $1,484,595 (five affirmative Council votes required to appropriate additional revenue) .
Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan Grogan, City Manager
ATTACHMENTS
1. Agreement
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Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 1 Rev. 09-28-18
EBIX Insurance No. S200005883
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Blair, Church & Flynn Consulting Engineers, a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” Throughout this Agreement “Contractor” and “Consultant” are used interchangeably and refer to Consultant.
RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; B. “Design professional” includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Consultant represents that it, and its subconsultants, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 2 Rev. 09-28-18
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
Exhibit E – Milestone Schedule
Exhibit F - Project Management Document Software
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin upon the date this Agreement is signed by both parties and terminate on December 31, 2031. Services may not commence until City issues a written notice to proceed.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibit A within the time stated in Exhibit B. Time is of the essence.
A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Consultant shall be approved and signed by an appropriate qualified licensed professional in the State of California.
B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.
4. WARRANTY
Consultant expressly warrants that all services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 3 Rev. 09-28-18
5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
All documents furnished under Exhibit A shall be of a quality acceptable to City.
The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar Projects.
6. COMPENSATION AND PAYMENT
In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is one million three hundred seventy-four thousand five hundred ninety-five dollars ($1,374,595) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Consultant.
B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 4 Rev. 09-28-18
8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subconsultants without express written permission from City.
Consultant shall be as fully responsible to City for the acts and omissions of its subconsultants, and of persons either directly or indirectly employed by them, as Consultant is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent consultants and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.
Consultant has full rights to manage its workers, contractors and or employees in their performance of Services.
Consultant shall enter into written agreements with all persons it engages, hires, contracts with, or employs to perform Services or provide labor and or materials to City, which state the persons are not employees of the City, and such persons are required to immediately report to Consultant any and all instances of any of the following, if they occur during the time the persons provide labor and or materials to City: (a) The way a person supplies labor and or materials to City is supervised by City or City’s designee; (b) The person is informed they should follow instructions given by City concerning how the person’s labor and material are to be provided; (c) The person is informed they should give City access to on-going review of the person’s labor and or materials; (d) The person is informed by City they should participate or attend training; (e) The person is unavailable to promote or otherwise make their labor and or materials available to the general public as a result of the provision of labor and materials to City; (f) The person is informed they are City’s employee; or (g) The person forms a belief or opinion they are City’s employee.
Consultant must immediately provide written notice to City of any report under Section 10 and provide related information as reasonably requested by City. The Parties agree failure of Consultant to immediately provide written report to City of any notice it receives from any source, relating to Section 10, constitutes material breach of this Agreement.
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 5 Rev. 09-28-18
Consultant will inform and train persons it engages, hires, contracts with, or employs to provide labor and or materials to City on the requirements of Section
10. Consultant shall require that its workers and or personnel immediately report to their respective Consultant supervisor any perceived occurrence under Section 10.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 6 Rev. 09-28-18
agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subconsultants, or agents in the performance, or non-performance, of Services under this Agreement.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Consultant agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Department of Public Works – Design Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Consultant addressed as follows:
Blair, Church & Flynn Consulting Engineers
Attention: David Mowry
451 Clovis Avenue, Suite 200
Clovis, CA 93612
Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 7 Rev. 09-28-18
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 8 Rev. 09-28-18
shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
26. STATEMENT OF ECONOMIC INTERESTS
Due to the nature of the Services to be performed, and if they are designated positions required to file by the City of Santa Clara Conflict of Interest Code, designated employees of Consultant shall promptly file a Statement of Economic Design Professional Agreement with Blair, Church & Flynn Consulting Engineers Page 9 Rev. 09-28-18
Interests (Form 700) upon commencement of the Agreement in accordance with California Government Code section 87200, et seq.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
a California corporation
Dated:
By (Signature):
Name: David Mowry
Title: President & CEO
Principal Place of
Business Address:
451 Clovis Avenue, Suite 200
Clovis, CA 93612
Email Address: [email protected]
Telephone: (559) 326-1400
Fax: (559) 326-1500
“CONSULTANT”
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 1
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Consultant under this Agreement are set forth below.
I. GENERAL
Objective
The City’s Objective is for Consultant to provide all design professional services necessary to design and implement electric vehicle chargers (EVCS) for both public and city-owned fleet vehicles in an effort to meet the City’s goal to reduce greenhouse gas emission and California’s Advanced Clean Fleets regulation as contemplated in the City’s Request for Proposals (RFP), the Consultant’s response to the RFP (Proposal), and as described herein this Agreement.
This Scope of Services is anticipated as necessary to meet City’s objectives.
Consultant and City agree that this Scope of Services incorporates Consultant’s professional qualifications and experience and will meet the City’s objectives.
Background and Project
On December 5, 2025, the City was programmed to receive grant funding from Silicon Vally Power under the Municipal Government and Nonprofit EV Charging Station Grant to install various EVCS citywide, which include the following locations:
No. Location Address EVSE
Type
Public/
Fleet
Charging
Stations
Level 2
Total
ports
(fleet)
Level 3
Total
Ports
(fleet)
Level 2
Total
ports
(public)
Level 3
Total
Ports
(public)
1 Fire Station
2/Training
Center
1900 Walsh
Ave Level 2 Fleet 3 dual port 6 0 0 0
2 Fire Station 6 888 Agnew
Rd
Level 2 Fleet 2 dual port 4 0 0 0
3 Fire Station 8 2400 Agnew
Rd Level 2 Fleet 2 dual port 4 0 0 0
4 Mission
Cemetery
420 N
Winchester
Blvd
Level 2 Fleet 1 dual port 2 0 0 0
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 2
5 Utility Yard –
DC Fast
Chargers
1715 Martin
Ave DCFC Fleet 2 dual DCFC 0 4 0 0
5 Utility Yard 1715 Martin
Ave Level 2 Fleet 20 dual 40 0 0 0
6 Santa Clara
Police
Department
601 El
Camino Real Level 2 Fleet 10 dual 20 0 0 0
7 Central Park
Library (option
2 - from SVP
pole)
2635
Homestead
Rd
Level 2
and
Level 3
Public Combinati
on
0 0 8 1
8 Senior Center
(back lot)
1303
Fremont St Level 2 Public 1-dual 1 0 0 0
9 City Hall
1500
Warburton
Ave
Level 2
and
Level 3
Public
and
Fleet
15 dual 6 4 8 4
10 CRC 969 Kiely
Blvd Level 2
Public
and
Fleet
1-dual 1 0 0 0
11 DVR Power
Plant
850 Duane
Ave Level 2 Fleet 3-dual 6 0 0 0
This Agreement provides design professional services for a project entitled Citywide Electric Vehicle Charging Installation Project (Project) to install EVCS consistent with the above-referenced table.
Baseline Solution
The professional services necessary for the design and installation of the above table of EVCS locations is considered the Baseline Solution for the purposes of the Agreement. The City reserves the right to change or modify the locations, the Electric Vehicle Supply Equipment (EVSE) type(s), the number of ports, or other changes or modification based on City’s needs. Consultant shall incorporate any changes or modifications as directed by City as needed to meet City’s needs.
Should there be deviations from the Baseline Solution that results in services or fees being materially or significantly different than represented for the Baseline Solution, the Scope of Services and Schedule of Fees shall be addressed by City and Consultant in an amendment to this Agreement prior to Consultant proceeding with any services deviating from the Baseline Solution.
This Scope of Services and Schedule of Fees represents all design professional services to be provided by Consultant as necessary to implement the Baseline Solution.
Description of Services
Consultant is expected to provide complete, professional, high-quality Services and products; to consult City personnel, and others who are involved with the Project; and to provide the expertise, guidance, advice, and assistance in accomplishing the objective.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 3
Below is a general description of the of services to be provided by Consultant deemed necessary to meet the Project Objective under the Agreement; however, it is the responsibility of Consultant to independently assess the Project and provide any such services as deemed necessary to meet the Objective for the Project.
Consultant shall:
1) Perform all design professional engineering services in accordance with the Department of Transportation Standard and Details, City Standard Plans and Specifications, City Parks and Recreation Standard Specifications and Details, American Disability Act (ADA) Design Guidelines, CalOHSA, latest building and fire codes, Municipal Regional Permit, General Construction Permit, County of Santa Clara permit and other applicable codes and standards, and other applicable codes and standards recommended by the Consultant. The City shall have the right to review all drawings, specifications, and other documents and electronic records relating to such services. 2) Perform detailed site assessment and investigation.
3) Review all existing as-builts and available data.
4) Perform all necessary geotechnical engineering assessments. 5) Perform all necessary soil sampling to characterize necessary offhaul of materials.
6) Identify potential traffic issues affecting local residents and include construction contract language to minimize disruption and impacts. 7) Assist the City in coordinating with outside agencies for any potential utility conflicts presence.
8) Coordinate with outside entities using City’s Notice to Intent to Construct forms, or similar process at Consultant’s discretion, to obtain existing utility maps for the area. Consultant shall be responsible for ascertaining which utilities have presence at the site(s) in order to obtain the maps. 9) Identify any potential CEQA and environmental impacts based on the proposed improvements.
10) Complete field investigations of all infrastructure that will be affected by Project. Based on the field investigations, prepare plans showing any existing infrastructure including utilities that have potential conflicts with the Project. 11) Prepare plans showing all existing manholes, catch basins, utility covers, cabinets, pull boxes, poles, structures, or other surface features.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 4
12) Prepare plans showing all existing utility wires, conduits, and pipes. 13) Prepare plans showing all landscaping, trees, and irrigation pipes and valve covers.
14) Recommend potholes if necessary to positively locate potential utility conflicts. 15) Incorporate lessons learned from previous similar projects. 16) Provide assistance in obtaining all required permits, as necessary; 17) Evaluate and survey existing site and constraints, including access. 18) Conduct a detailed review of existing utilities and coordinate with the City and other utility providers to confirm capacities, connection points, and any relocation or upgrade requirements. Utilities for review include, but are not limited to the following:
a. Electrical
b. Sanitary Sewer
c. Fiber
d. Storm drain
e. Water
f. Recycled water.
19) Provide full engineering design services including, but not limited to, surveying, geotechnical, structural, civil, mechanical, electrical, low voltage, plumbing, fire protection, and stormwater as applicable. 20) Support the City through all required permitting processes, including coordination with the City’s building official or Building Department, Fire Department, regulatory agencies, utility companies, environmental authorities, and other applicable jurisdictions.
21) Design to meet City’s solid waste requirements.
22) Submit a plan of work for the City’s review and approval prior to proceeding with any field work that involves subsurface excavation and/or coring. 23) Provide Americans with Disabilities Act (ADA) compliance design for related improvements.
24) Assess existing building structural elements to determine potential upgrades to install EVCS.
25) Provide all necessary calculations required by building codes, including calculations required for the project.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 5
26) Identify lead times for specialty equipment and materials in order to facilitate the project schedule. Determine needs and help facilitate orders as soon as possible. Consultant shall be required to contact applicable manufacturers and contractors to obtain accurate lead time for specialty equipment and materials.
Consultant Structure
Consultant shall provide the Services described herein through a Project team, comprised of Consultant and sub-Consultants identified as follows:
1. Consultant: Blair, Church & Flynn Consulting Engineers
2. Sub-Consultants to Blair, Church & Flynn Consulting Engineers:
a. Ground Penetrating Radar Systems, LLC
b. Digging Done Right LLC dba Hydro Pros
Any changes to the consultant structure through the course of services is subject to approval in writing by City. All services described in this Scope of Services shall be self-provided by Blair, Church & Flynn Consulting Engineers unless specifically described otherwise, or otherwise approved in writing by City.
II. RESPONSIBILITIES OF CITY
City will provide the following information and support for the Project as-available and applicable:
A. Record drawings (as-available).
B. City’s Standard Details, Specifications, Benchmark, and Design Criteria.
C. Storm Drain (SD), Sanitary Sewer (SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).
D. Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles (as-available).
E. Payment of permit application fees with other internal departments, if required.
F. Filing exemption under the California Environmental Quality Act, if applicable.
Consultant shall review the information provided by City to verify completeness and identify any missing information that is necessary for design.
III. BASIC SCOPE OF SERVICES
The Basic Scope of Services includes professional Services required to design and prepare bid documents (plans, specifications, and engineer’s estimate or PS&E) for public works bidding of the Project. The following Tasks shall be completed by Consultant.
PROJECT MANAGEMENT
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 6
Consultant shall:
1) Manage its team and overall Project activities consistent with the direction from City in order to meet Project schedule and budget. Manage sub-consultants, maintain schedule and budget, anticipate and mitigate potential design issues and delays and coordinate and update City on the overall progress of Project. 2) Submit plan of work to City for review and approval prior to proceeding for any field work that involves subsurface excavation and/or coring. 3) Organize and attend Project meetings with City to discuss Project progress, decisions, and direction and to coordinate activities. Meetings shall be held at key Project milestones and shall include, but are not limited to:
a. Kick-off and Field Visit Meeting
b. Preliminary/Evaluation Meeting
c. 65% Design Review Meeting
d. 95% Design Review Meeting
e. 100% Design Review Meeting
f. Applicable construction related meetings
g. Any other meetings identified in this Agreement
4) Coordinate with City, design team members, consultants, utility companies, other government agencies, and other affected parties as required throughout the duration of Project as well as the Quality Assurance/Quality Control (QA/QC) activities for Project deliverables.
5) Prepare, monitor, and update progress schedule in MS Project format beginning at the kickoff meeting and ending at construction contract award. Schedule shall show significant milestones for Project. Consultant shall notify City if there are delays or potential delays in any phase of Project. In such cases, Consultant shall make up the schedule in subsequent phases of Project or provide information to City substantiating a request for time extension (which may not be approved). The schedule shall be always maintained and shall be updated each time progress and milestones are achieved and/or changed.
6) Meetings: Meetings shall be budgeted for and invoiced under each respective Task or activity requiring a meeting and not as a project management. Preparation for meetings shall be considered as included in the Task or activity for which the meeting is involved. A kick-off meeting shall be conducted with designated City staff prior to beginning work to review anticipated Tasks and schedule, review available information and needs, and address any outstanding questions regarding Project moving forward raised by City or Consultant. During the course of Services while there is active work on the Project, Consultant shall schedule and attend brief bi-weekly (every other week) conference calls with City. The purpose of the biweekly conference calls will be to keep City appraised on the Project's progress Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 7
and address any issues that may arise during the course of Services. 7) Provide monthly progress reports.
8) Stakeholder Coordination: Consultant shall coordinate with Project stakeholders as needed to inform each stakeholder of Project work and incorporate any necessary accommodations into the final submittal documents. 9) Provide Review/Plan Check Log (Response Matrix) summarizing comments received from various City Departments/Divisions and agencies. Response Matrix shall include, but not be limited to, commenting department/division or agency, comments, response to comments, action items, and person responsible for follow-up. Consultant shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved to have final discussion and resolution. Submit Response Matrix in electronic format with each route of plan check submittal.
10)Conduct QC reviews in accordance with its QA Program guidelines. Consultant shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each Task. Time spent for QA-QC reviews for specific deliverables shall be budgeted and billed under each respective task requiring QA-QC review and not as Project Management.
11)Invoicing and Contract Administration: Consultant administrative staff time spent preparing invoices for Services complete shall be considered as included in the overhead of the Consultant’s basic hourly rates and shall not be billed.
Additionally, addressing administrative issues regarding the professional Services agreement, such as preparing additional Services requests or budget modifications, shall also be considered as included in the overhead of the Consultant’s basic hourly rates and shall not be billed. 12)City Project Management Software: City at the time of this Agreement employs the use of internet-based e-builder project management software. Consultant shall cooperate with City and use the software as directed by City, including submitting invoices via the software.
13)Payment for all responsibilities related to Project Management shall be included in the various tasks identified in Exhibit B, Schedule of Fees.
Deliverables:
1. Progress schedules in MS Project format (submitted electronically as an 11” x 17” pdf file and in native MS Project format).
2. QA Program guidelines and QC reports for each Task (in pdf file).
3. Meeting agendas, preparation materials, and meeting minutes for each Project meeting (in pdf file).
4. Monthly progress reports and invoices (in pdf file).
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 8
TASK 1: PRELIMINARY ENGINEERING AND EVALUATION
1.1 Attend Project Kick-Off Meeting.
1.2 Perform all necessary assessments and investigations to determine the existing conditions and propose recommendations to City for the improvements. Contact all regulatory agencies that will affect the proposed work to determine applicable codes and ordinances. Review all necessary as-builts to understand existing conditions in order to prevent utility conflicts and changes during construction.
1.3 Consultant shall perform a field review of Project location(s) and prepare field notes that generally describe conditions that may affect the work, such as existing conditions, visible surface utility information, traffic conditions, physical obstructions, and construction access.
1.4 Review existing geotechnical and geologic information, including previous studies and as-built drawings as available, for any potential issues associated with excavation. Notify City if there could be any expected complications with the excavations based on review of the existing information.
1.5 Contact all regulatory agencies that will affect the proposed work to determine applicable codes and ordinances.
1.6 Collect as-built record drawings/maps for storm drain pipelines, utilities and roads within the site and vicinity of Project sites. Review all necessary as-builts to understand existing conditions, verify completeness and identify any missing information that is necessary for design in order to prevent utility conflicts and changes during construction. For information that is required for non-City maintained facilities, contact the appropriate owner to obtain information, as needed.
1.7 Meet with City staff to obtain additional information and input as needed. Provide all necessary design services, including but not limited to landscape, civil, and structural.
1.8 Any damage that occurs to existing sidewalk, landscape, utility pipes, conduits, etc., during the construction shall be repaired.
1.9 Perform needed topographic survey for existing sites, plans layout, and final approved improvements (from the evaluation/recommendation) for use as base layout for the design plans.
1.10 Perform all necessary environmental assessment and predemolition surveys, as applicable for the Project.
1.11 Perform all necessary accessibility assessment and surveys to meet latest Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 9
building codes and accessibility regulations.
1.12 Perform all necessary utility modeling and calculations for applicable upsize and upgrades to meet Project Objectives.
1.13 Consultant shall prepare a Notice of Intent to Construct (NOI) on City’s standard NOI form, or similar process at Consultant’s discretion, and submit it utility operators in order to gather records for existing utilities at Project locations.
Location map exhibits will be required to be submitted as part of the NOI.
Consultant shall provide City a draft of the NOI prior to sending it to the utility, maintain log of all NOI sent and received, and provide City all information received from the NOI. The purpose of the collection of utility information is to identify ownership of surface features that will be impacted by the work, and also to identify if there are any high-risk utilities within Project limits that may be impacted by the work.
1.14 All data collected from the field shall be provided to the City for records. Prior to performing data collection, Consultant shall provide a work plan to City for review and approval. No work shall be performed unless authorized by City.
1.15 Based upon the review of the existing conditions evaluate alternative methods to upgrade existing system and propose recommendations to City for the most appropriate upgrade method. Consider factors such as cost, constructability, capacity after upgrades, diversions and bypassing, redundancies, service life, and future operations and maintenance considerations for the upgraded facilities.
1.16 Based upon the recommended method evaluate and propose recommendations for programing the upgrades into construction bid packages in order to perform the upgrades as cost effectively and efficiently as possible. Formalize the findings under this Task for City’s review and approval.
1.17 Provide preliminary Project estimate that includes an itemized list of bid items for construction. Project estimate shall be accurate and prepared based upon current construction pricing and escalated to mid construction. Consultant shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. Consultant shall provide the assumptions and supporting documents used to prepare the estimate. Project estimate shall consider the following factors:
1.17.1 Recent similar Projects bid in the Bay Area, especially in the South Bay.
1.17.2 Current economic trends.
1.17.3 When Project will be bidding.
1.17.4 When construction will occur.
1.17.5 The risks that contractors need to consider for Project.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 10
1.18 Develop a project schedule. Schedule shall include all needed times to complete all tasks, including City’s review time, permitting process, and construction period.
1.19 Any work that affects the public right-of-way, which includes geotechnical boring, potholing, excavation, and other that are similar in nature requires submittal of a complete encroachment permit applications. Requirements of the encroachment permit applications are online on City’s website and typically include traffic control plan, work plan, insurance, re-establishment plan, and other necessary documents. City will pay for all related encroachment application fees; however, Consultant shall bear all costs related to submitting the encroachment permit applications.
1.20 Environment Review – Exemption: It is anticipated that the Project to be designed and constructed will be determined as either categorically exempt under the California Environment Quality Act (CEQA) Guidelines 15302 (c), Replacement or Reconstruction.
1.21 Consultant shall review the preliminary designs for the proposed upgrades to recommend CEQA determination and regulatory permits needed, if any, and prepare a brief memorandum to document and support the recommendation.
Should any services beyond an exception (such as an Initial Study – Mitigated Negative Declaration) become required to ensure the upgrades comply with CEQA, such work shall be considered Additional Services.
1.22 In accordance with the anticipated exemption, Consultant shall prepare a Notice of Exemption for the qualifying upgrades included in Project. The Notice of Exemption will be submitted in draft for the City review and revised/finalized for submittal based on the City reviews. Consultant shall file the Notice of Exemption on behalf of City. City will pay the County/CDFW filing fees.
Task 1 Deliverables – Electronic format:
1. Notice of Intent to Construct Form(s)
2. Draft Schematic Plans – One (1) PDF
3. Preliminary Budget Estimate – One (1) PDF
4. Project schedule – One (1) PDF
5. Field notes and photographs
6. Meeting Minutes – One (1) PDF
7. Memorandum of CEQA Determination Recommendation, Draft Notice of Exemption – (1) PDF, Submittal-Ready Notice of Exemption (PDF) if required.
TASK 2: 65% CONSTRUCTION DOCUMENTS
Based on the approved schematic plans, approved project scopes, and any adjustments authorized or directed by the City, the Consultant shall develop and refine the design, and prepare construction documents.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 11
Plans shall be drawn to scale, on D-size (24” X 36”) sheets, at an engineering scale up to 1” = 40’ maximum, conforming to City’s Design Criteria. Plans are to be drawn by AutoCAD 2021 or earlier versions, using City-provided standard AutoCAD template with background layout from Consultant’s topographic survey.
2.1 Prepare 65% construction documents and supporting information for City’s review. Consultant shall follow City’s Design Criteria and plan format to prepare 65% Plans and supporting information for City’s review. Plans with details of major design components as necessary such as: Site Plan, Existing Condition, Proposed Improvement, Traffic Control Plan, Details, and other pertinent information for City to review and provide comments.
65% Plans shall include all existing utilities on-site and immediate surrounding off-site areas. Pertinent background information relating to proposed improvements such as, but not be limited to, layouts, fence, gate, pedestrian pathway, property lines, site entrance/exist driveway, adjacent streets shall be shown.
All potential utility conflicts shall be discussed with City and coordinated with each respective utility agency to clear all conflicts. Project plan shall clearly identify all existing utilities that will be and potentially be impacted during construction.
2.2 Prepare Project estimate that includes an itemized list of bid items. Project estimate shall be accurate and prepared based upon current construction pricing and escalated to mid construction. Consultant shall review recent bids, and contact vendors, suppliers, and contractors as necessary to develop an accurate cost estimate. The Consultant shall provide the assumptions and supporting documents used to prepare the estimate. Project estimate shall consider the following factors:
2.2.1 Recent similar projects bid in the Bay Area, especially in the South Bay.
2.2.2 Current economic trends.
2.2.3 When Project will be bidding.
2.2.4 When construction will occur.
2.2.5 The risks that contractors need to consider for Project.
2.3 Develop Project schedule. Schedule shall include all needed times to complete all tasks, including City’s review times, permitting process, and construction period.
2.4 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.
2.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates).
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 12
2.6 City will circulate the submittal package to internal City departments for review and comments. Consultant shall be responsible for submitting the package to external stakeholders if required. Consultant shall prepare written responses to all written comments received. All redlined drawings shall be returned with Consultant’s response on the redlined drawings.
2.7 Consultant shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved. Consultant shall conduct a 65% comments review meeting with City to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the submittal shall be revised as appropriate to incorporate City’s comments.
2.8 Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments.
Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.
Task 2 Deliverables – Electronic format:
1. 65% Plans – One (1) PDF and one (1) AutoCAD file.
2. 65% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.
3. Project schedule – One (1) PDF and one (1) Microsoft Project file.
4. Quality control checklist for 65% PS&E submittal – One (1) PDF and one (1) Microsoft Word or Excel file.
5. Miscellaneous Project information (as requested).
6. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.
7. QA/QC records and peer review records.
TASK 3: 95% CONSTRUCTION DOCUMENTS
Based on City’s comments and direction on the 65% PS&E, Consultant shall revise the 65% PS&E to produce the 95% PS&E. Consultant shall:
3.1 Prepare 95% construction documents and supporting information for City’s review and approval.
3.1.1 Construction details of proposed improvements shall be included in the 95% Plans.
3.1.2 Provide technical specifications.
3.1.3 Provide modified sections to City standard specifications to suit Project.
Modified sections include, but not be limited to, general information, Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 13
summary of work, measurement, and payment for bid items, permitting and agency regulatory requirements, etc.
3.2 Prepare an updated engineering cost estimate.
3.3 Prepare an updated Project schedule.
3.4 Meet with City staff, as needed, to review City comments on 95% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.
3.5 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.
3.6 Provide written response matrix to City’s comments on 65% PS&E.
3.7 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments. Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.
3.8 Provide required information to City’s Project Specific Specification Book (Division 0, 1, and 2). Required information from Consultant for City’s frontend specifications shall include, but not be limited to, the following:
a. Description of work – summary only
b. Type of Contractor’s License required.
c. Construction Duration for substantial completion and final completion d. Bid schedule without engineer’s estimate in excel spreadsheet. e. Bid schedule with engineer’s estimate in excel spreadsheet. f. Requirements for Contractor’s Statement of Qualifications (e.g., experience requirements for similar work and contract values)
g. Identification of any changes to City’s Standard Specifications that are required
Task 3 Deliverables – Electronic format:
1. 95% Plans – One (1) PDF and one (1) AutoCAD file.
2. 95% Specifications – One (1) PDF and one (1) Microsoft Word file.
3. 95% Engineering cost estimate – One (1) PDF and one (1) Microsoft Excel file.
4. Updated Project schedule – One (1) PDF and one (1) Microsoft Project file.
5. Meeting minutes – One (1) PDF and one (1) Microsoft Word file.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 14
6. Quality control checklist for 95% design submittal.
7. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.
8. Required information to City’s Project Specific Specification Book
9. QA/QC records and peer review records
TASK 4: 100% CONSTRUCTION DOCUMENTS
Based on City’s comments and direction on the 95% PS&E, Consultant shall revise the 95% PS&E to produce the 100% PS&E. Consultant shall:
4.1 Prepare 100% construction documents and supporting documents.
4.1.1 Phase percentage statement such as “100% Plans. Not for Construction” shall be removed from the 100% Plans and each sheet of the plans set shall be stamped and signed by CONSULTAN’s Engineer of appropriate discipline.
4.1.2 Specifications shall be stamped and signed (on Document 00030 – Seals) by Consultant’s Engineer in Responsible Charge.
4.2 Prepare an updated Engineering Cost Estimate with backup and justifications for pricing.
4.3 Prepare an updated Project Schedule.
4.4 Provide Documents for City’s PS&E approval process. Required documents are, but not be limited to, engineer’s estimate using the schedule of quantities format, recent similar project bid summaries to validate engineer’s estimate, Consultant Peer Review Certification, Consultant Lessons Learned from other similar projects that were applied to Project.
4.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments. Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.
4.6 100% PS&E shall be Peer reviewed and Certification of Peer Review shall be submitted with the 100% Submittal.
A statement to indicate Peer Review has been performed and name, signature, and title of the Engineer who performed it shall be added to the Plans Cover Sheet.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 15
Certification of Peer Review: The following paragraph shall be put on the company letter head, dated, and signed by the Peer Review Engineer. “The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional engineer with expertise and experience in the appropriate fields of engineering equal to or greater than the Engineer of Record, and that appropriate corrections have been made.”
4.7 Prepare and submit a Special Inspection Form for Project, if applicable.
4.8 Meet with City staff as needed to review City comments on 100% submittal and gain concurrence as to how the documents will be revised as appropriate to incorporate City comments.
4.9 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.
4.10 Provide written response matrix to City’s comments on 95% PS&E.
4.11 Provide list of potential bidders including company name, email address, contact number, and address of business.
4.12 The City shall review the 100% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and Project bid and construction schedule) to ensure that all comments and issues have been rectified. After the 100% Design Submittal Package has been deemed acceptable, City staff will then submit the 100% Design Submittal Package to the Building Division and Fire Department for review and approval.
Task 4 Deliverables – Electronic format:
1. 100% Plans – One (1) PDF and one (1) AutoCAD file.
2. 100% Specifications – one (1) PDF and one (1) Microsoft Word file.
3. Structural Calculations if required – One (1) PDF.
4. Certification of Peer Review – One (1) PDF
5. 100% Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file.
6. Updated Project Schedule – One (1) PDF and one (1) Microsoft Project file.
7. Certification of Peer Review – One (1) PDF.
8. Quality control checklist for 100% design submittal.
9. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.
10.QA/QC records and peer review records
TASK 5: BID DOCUMENTS
The Bid Documents shall incorporate all comments from City including comments from Public Works, Sewer and Water, SVP, and any other stakeholders that are involved Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 16
in Project. Based on City’s comments and direction on the 100% PS&E, Consultant shall revise the 100% PS&E to produce the Bid Documents. Consultant shall:
5.1 Incorporate City review comments of 100% PS&E into Bid Documents.
5.2 Incorporate permit issuers’ comments into P&S and coordinate with permitting departments and agencies to obtain acceptance of permit application package.
Consultant make sure to address all comments from the permit issuer. Noted that the project cannot move forward with bid documents without resolving any comments from the permit issuer.
5.3 Prepare Bid Documents (P&S).
5.3.1 Bid Plans shall be wet stamped and signed by Consultant’s Engineer of appropriate discipline. Plans shall be drawn to scale and plotted onto Dsize sheets.
5.3.2 Bid Specifications shall be wet stamped and signed (on Document 00030 – Seal) by Consultant’s Project Engineer.
5.3.3 Final Engineer’s Estimate
5.4 Plan, coordinate, schedule, attend meetings, and produce meeting minutes with action items for all meetings with City as deemed necessary to efficiently complete this phase of the design in a timely manner.
5.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). Consultant’s peer review representative shall independently review the project for completeness and work with his/her project team to rectify all design deficiencies prior to submitting the project package to the City for comments. Consultant shall provide records of the peer review and comments that were addressed. The records shall include the name of peer review, team members involved, and signature of the project manager.
Task 5 Deliverables – Electronic and hard copy format:
1. Bid Plans – One (1) PDF of wet-signed/stamped, D-size and one (1) AutoCAD file.
2. Bid Specifications – One (1) PDF of wet-signed/stamped, A-size and one (1) Word file.
3. Bid Engineering Cost Estimate – One (1) PDF and one (1) Microsoft Excel file
4. Written response matrix – One (1) PDF and one (1) Microsoft Word or Excel file.
5. Quality control checklist for bit set submittal.
6. QA/QC records and peer review records
TASK 6: BID AND AWARD PHASE ASSISTANCE
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 17
Consultant shall provide assistance to City during the bidding and award phase, answer questions from bidders, help and prepare exhibits for addenda when necessary, assist City in evaluation of bids received, and provide a written recommendation for the award of contract, when requested. All services completed within this task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.
Upon request, Consultant shall:
6.1 Attend and conduct one Pre-Bid Conference/Site Visit.
6.2 Assist City with responses to bidder’s inquiries through City’s Project Manager.
6.3 Assist City with addenda to the construction documents as needed to respond to bidder’s inquiries and clarify the intent of bid documents.
6.4 Assist City in evaluating bids (if required by City).
6.5 Within fourteen (14) days from the bid opening date, prepare and submit a conformed set of contract documents (Plans and Specifications) incorporating any and all addenda (if needed).
6.6 Prepare bid summary that includes bid costs from all bidders and engineer’s estimates. Consultant shall perform detailed QA/QC and provide the bid summary to the City within 3 calendar days from bid opening date.
Task 6 Deliverables – Electronic format:
1. Written response to bidder’s inquiries, if needed – Signed PDF.
2. Addenda to the Bid Documents, if needed – Signed PDF.
3. Written recommendation letter to award of contract for Project, if needed – Signed PDF.
4. Conformed Set, if needed – One (1) PDF of Plans and Specifications, one (1) AutoCAD file of Plans, and one (1) Microsoft Word file of Specifications.
TASK 7: CONSTRUCTION PHASE ASSISTANCE
The City’s Field Services Division will have primary responsibility for construction management and inspection. Consultant’s responsibility to provide basic services for the construction phase under this Agreement commences with the award of construction contract and terminates on the date City approves the notice of completion of Project. All services completed within this Task shall be on an asneeded basis and shall be specifically requested by City in writing prior to Consultant providing services.
The amounts included in the Schedule of Fees are based upon the Consultant’s experience and judgment of the services anticipated to become provided for the Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 18
Project by Consultant based on the Baseline Solution.
Upon request, Consultant shall:
7.1 Consultant will assist City in providing administration of the contract for construction. Duties, responsibilities and limitations of authority of Consultant shall not be restricted, modified, or extended without written agreement of City.
7.2 Consultant shall attend the Pre-construction meeting.
7.3 Consultant shall plan for 10 construction site visits. During these site visits, Consultant shall attend job progress meetings, pre-submittal meetings, preinstallation meetings, and other meetings as required by City. Consultant’s subconsultants shall visit the site as required when work related to their discipline is in progress.
7.4 Consultant shall make construction observation visits throughout the construction phase. Consultant shall issue an observation report after each visit.
Consultant shall plan for up to 10 visits.
7.5 Consultant shall attend bi-weekly virtual construction meetings for the entire construction duration. Consultant will be required to support City with various construction questions and concerns and provide timely response.
7.6 In addition to the construction observation visits, Consultant shall review technical submittals, shop drawings, product data, product samples, and product warranties from the contractor for conformance with the specifications and drawings. The Consultant’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review. Consultant will be allowed a maximum of seven (7) calendar days for review of submittals. Consultant’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures. Consultant’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the contract documents, Consultant shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the contract document.
7.7 Consultant shall respond to Contractor’s Request for Information (RFI) and Request for Substitution (RFS). Interpretations and decisions of Consultant shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. Consultant shall be allowed a maximum of seven (7) calendar days to respond to RFIs and RFSs that impact Project schedule or a maximum of fourteen (14) calendar days to respond to RFIs and RFSs that do not impact Project schedule.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 19
7.8 Consultant shall prepare the Scope of Work, including sketches, for Field Instructions issued to the Contractor. When requested by City, Consultant shall review Change Order (CO) pricing and provide written responses for City’s review and finalizing said Cos.
7.9 When requested by City, Consultant shall conduct reviews to assist City to determine the date or dates of Substantial Completion and the date of Final Completion. Consultant’s decisions with City approval on matters relating to aesthetic effect may be final if consistent with the intent expressed in the Contract Documents.
7.10 Upon request by Contractor, in accordance with contract Specifications, for Substantial Completion and later Final Completion, Consultant shall assist City in determining if Project is ready for the stage of completion requested by the Contractor. Consultant shall provide City with a written recommendation.
7.11 Consultant shall perform a walk-through of Project site, review Contractor Punch List, and provide written response with status and action of items on the Punch List. Consultant shall attend final walk-through of Project site with City, verify Punch List completion, and provide written response with recommendation regarding Project acceptance and close-out.
7.12 Consultant shall review Contractor-supplied Operation and Maintenance manuals and Warranties to determine their completeness and compliance with Construction Contract and provide written recommendation for acceptance.
Task 7 Deliverables – Electronic and hard copy format:
1. Signed PDFs of Reviewed Contractor Submittals, Shop Drawings, RFIs, RFSs, and Field Instructions.
2. Signed PDFs of COs’ recommendations.
3. Signed PDFs of Field reports by Consultant and sub-consultants.
4. Substantial Completion/Final Completion recommendations and Reviewed Punch List – One (1) signed PDF.
TASK 8: POST-CONSTRUCTION PHASE
All services completed within this Task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.
If requested, Consultant shall:
8.1 Provide a complete set of the Record Drawings and all X-ref files “bound,” including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. Consultant may, at its own expense, prepare and retain a Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 20
copy of each drawing for its permanent file.
8.2 At the City’s discretion, the City may consider red-lined drawings prepared by Contractor or prepared by City to serve as the Record Drawings for the project and in such case, Consultant shall review the red-lined drawings for accuracy based upon Consultant’s knowledge of the construction.
Task 8 Deliverables – Electronic and hard copy format:
1. Record Drawings – One (1) PDFs and one (1) AutoCAD files.
OPTIONAL SERVICES:
Optional Services are defined as Services that have been mutually contemplated by City and Consultant as potentially becoming necessary to meet the Project Objective and within the Baseline Solution, but the performance of Services by Consultant will be determined by City during the course of Services. Optional Services are further defined as having a specific scope of Services with associated fees provided in the Schedule of Fees.
Consultant shall proceed with Optional Services only upon written authorization to proceed by City, and shall only be invoiced if agreed by City and Consultant in writing prior to performing Services.
Fees for Optional Services shall be considered as a subset of the fees for Basic Scope of Services as described in the Schedule of Fees.
At the request of the City, Consultant shall provide a detail work plan to the City for review and approval as part of the authorization process of each Optional Task.
Optional Task 1: Soil Identification
Consultant shall take various soil samples of the area that will be impacted by subsurface excavation. These various soil samples shall be tested and characterized for offhaul based on Class III, Class II, and Class I in accordance with the State and Federal hazardous waste regulations.
The Schedule of Fees included in Attachment B is a budget allowance established by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Optional Task 2: Impacted Soil Delineation
In the event that impacted soils are discovered during soil sampling, the City may choose to perform additional soil sampling to limit the extent of Class I or Class II soils for disposal. This scope is projected as results from one sampling event may indicate additional step out sampling if required.
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 21
The Schedule of Fees included in Attachment B is a budget allowance established by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Optional Task 3: Soil Management Plan
In the event that impacted soils are reported onsite, Consultant shall prepare a Soil Management Plan to guide contractors on safe handling and disposal requirements.
The Plan shall include the following items at the minimum:
Provide protocols for removal of impacted soil at the site and procedures for managing unanticipated hazardous debris or soil if encountered during construction.
Minimize the potential for impacted soil to be encountered during construction activities.
Minimize or eliminate potential exposure of receptors to impacted soil through direct contact, ingestion, and inhalation during planned construction. Minimize or eliminate the potential for uncontrolled migrations of impacted soil during construction.
Comply with local, state, and federal regulations.
The Schedule of Fees included in Attachment B is a budget allowance established by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Optional Task 4: Utility Potholing
Perform utility potholing to locate underground utility lines or to confirm any conflicts with the existing utilities. Potholing is assumed to be no more than 6’-0” deep. a) Identify the locations of potholes.
b) Confirm the locations with the City.
c) Potholing contractor shall obtain no-fee encroachment permit prior to excavation. d) The contractor shall provide traffic control plan and comply with City potholing requirements.
e) Resolve conflicts if any are found.
The Schedule of Fees included in Attachment B is a budget allowance established by Consultant. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Optional Task 5: Arc Flash Analysis & Labeling
Design Professional Agreement with BCF-Engr/Exhibit A-Scopes of Services Rev. 04-12-21 Page 22
Consultant shall review switch gear, panel breakers, and other electrical information, then perform an Arc Flash Analysis to determine required personal protective equipment and safe work practices.
The Schedule of Fees included in Attachment B is a budget allowance established by Consultant. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Optional Task 6: Additional EVCS Level 2 Design (this optional task assumes 20 additional ports)
Consultant shall design additional EVCS level 2 ports for both current sites and new sites, as directed by the City.
The Schedule of Fees included in Attachment B is a budget allowance established by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Optional Task 7: Additional EVCS Level 3 Design (this optional task assumes 10 additional ports)
Consultant shall design additional EVCS level 3 ports for both current sites and new sites, as directed by the City.
The Schedule of Fees included in Attachment B is a budget allowance established by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task. Final fees will be determined by City in coordination with the specific services to be performed under this optional task.
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 1
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
EXHIBIT B
SCHEDULE OF FEES
I. GENERAL PAYMENT
The total payment to the Consultant for Basic Services, including Optional Services, as stated in Exhibit A, Scope of Services, shall not exceed the sum of $1,195,300. The amount billed to City for Additional Services shall not exceed the sum of $179,295. In no event shall the amount billed to City by Consultant for Services under this Agreement exceed $1,374,595, subject to budget appropriations.
Consultant shall bill City on a monthly basis based on the Services provided by Consultant during the invoice period and in a format approved by City and subject to verification and approval by City. Billing shall be proportionate to the Services performed and deliverables completed for each task during the invoice period. The invoice shall describe the Task completed, percentage of Services and deliverables completed by Task, and total invoice amount during the invoice period. The invoice shall also show the total to be paid for the invoice period. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.
All invoices shall provide a written description of Services performed during the invoice period, deliverables completed, and progress to date on Tasks being invoiced in order to support the amount invoiced.
Subconsultant(s) invoice(s) pass-through billed through Consultant to City shall be consistent with the terms contained within this Agreement. Consultant shall be responsible for ensuring conformance of each subconsultant invoice with these terms, including the fees allocated for each Task, prior to billing City.
II. BASIC SERVICES
The total payment to Consultant for all work necessary for performing all Tasks, as stated in Exhibit A, shall be in proportion to Services rendered and on a Timeand-Material not-to-exceed basis.
The Consultant fee allocated to each Task, as shown in the table that follows, shall be the Consultant’s full compensation for all the Consultant Services required for Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 2
the Project and by this Agreement, as directed by the City, and no additional compensation shall be allowed. City may reallocate fees amongst Tasks or to or from Additional Services or Optional Services at the City’s sole discretion. The Consultant shall bill for services provided under the appropriate Task and will not be allowed to charge to future or inactive Tasks unless approved in writing by City. The Consultant shall provide a summary of dates and hours charged per date by individual, and individual timesheets, if requested by City. The hours and amounts charged to each Task shall be proportionate to the Services rendered.
Tasks denoted as Optional Tasks, as stated in Exhibit A, and the table that follows, require pre-approval in writing by City prior to performing any Services under the Task.
Payment for any Optional Task is allowed only if written authorization is given by the City in advance of the Services to be provided. Fees for Optional Tasks shall be considered as Basic Services.
The total amount of all the Tasks is a not-to-exceed amount. Figures in the table that follows table include all subconsultant fees, profit, and administrative markups. The following table is a summary of the Tasks based upon the negotiated Cost Proposal, submitted by Blair, Church & Flynn Consulting Engineers April 9, 2026 and agreed by City and Consultant, incorporated herein to this Exhibit B by reference.
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 3
Cost Proposal Summary:
Description Amount
Services
Task 1 Preliminary Design $ 229,200
Task 2 65% Construction Documents $ 77,000
Task 3 95% Construction Documents $ 69,600
Task 4 100% Construction Documents $ 49,400
Task 5 Bid Documents $ 26,400
Task 6 Bid Support Assistance $ 46,800
Task 7 Construction Support $ 42,000
Task 8 Record Drawings and Project Close-out $ 38,400
Subtotal $ 578,800
Optional Services
Optional Task 1: Soil Identification $ 80,000
Optional Task 2: Impacted Soil
Delineation
$ 80,000
Optional Task 3: Soil Management Plan $ 80,000
Optional Task 4: Utility Potholing $ 27,000
Optional Task 5: Arc Flash Analysis &
Labeling
$ 49,500
Optional Task 6: Additional EVCS Level
2 Design (this optional task assumes 20
additional ports)
$ 180,000
Optional Task 7: Additional EVCS Level
3 Design (this optional task assumes 10
additional ports)
$ 120,000
Subtotal $ 616,500
Total $ 1,195,300
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 4
In no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed one million one hundred ninety-five thousand three hundred dollars ($1,195,300).
III. REIMBURSABLE EXPENSES
Reimbursable Expenses shall not be billed by the Consultant or subconsultants under this Agreement. Full compensation for all expenses shall be considered as included in the Consultant’s hourly rates.
Any discrepancy between Reimbursable Expenses listed within Consultant’s, or subconsultant(s)’, rate schedules as referenced in Section V, RATE SCHEDULE of this Exhibit B and the above shall be resolved in favor of the above.
IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services described within this Agreement. Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated price. Billing and payment for Additional Services shall be consistent with the terms set forth in this Agreement. Billing and payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed.
V. RATE SCHEDULE
Personnel Charges
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the Project.
Rates by classification for Consultant and subconsultants follow below (‘Rate Sheets’) and shall be fixed through December 31, 2026. Any classifications added, or employees changing classifications, are subject to approval in writing by City.
Any discrepancy between the terms listed herein this Exhibit B and the Rate Sheets that follow shall be resolved in favor of the terms listed herein this Exhibit B.
After December 31, 2026, rates may be adjusted as described herein. Consultant shall propose any adjusted rates in writing for City’s consideration and acceptance in writing. Adjusted rates shall be no more than the percentage of difference between the Consumer Price Index (CPI) for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-Hayward, CA, area between the effective date of this Agreement and the CPI as may be available and nearest to and in advance of the month in which the adjustment is contemplated and shall be capped at a maximum of 3% for each adjustment. Rates changed by calculation shall be rounded to the nearest whole dollar. Only one adjustment is allowed per annum.
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 5
Consultant understands and agrees that adjustments to rates does not cause an adjustment in the Fees established for Tasks or adjustment to the maximum compensation under this agreement. Consultant shall be required to provide the full services as described in Attachment A in accordance with the Fees established in this Attachment B, regardless of adjustments to rates.
Consultant will bill subconsultants at actual cost plus a maximum allowable markup of 10%. Subconsultants will bill at actual cost for any further tiered subconsultants or subcontractors at cost plus allowable markup of 10%, or as shown on the following Rates Sheets, whichever is less. In no case shall any pass-through markups billed to City exceed 25% more than the original cost.
It is expressly understood that this Project is subject to prevailing wages, in conformance with Attachment D, Prevailing Wage Addendum. (Rate Sheets on Following Pages)
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 6
Primary Consultant – BLAIR, CHURCH & FLYNN CONSULTING
ENGINEERS:
General C·on:sulting Fee Schedule
January 01, 2026
Classifi(:ation
I
Hourly I c1mm«tt;o, Rate
P>rotessloruu 11:.ngln eorin1 S11'Vic•1 I 1ec0hnic11\ ServlcH I CML J Str1:111:tural I' Mei;:hanlca\ / Elili:trlll.al I Senior IEnliineer / &.!"""'or Pli ncipal P.E $200 Lead Enl!.inee, I Su rvevor
I Senior PE S.tS5 I Project Eria,nee r I Su.rve:,,or
l.iolid PE: S165 I Stoff Enainee.r I Sul'Wl:,,~or
I Pro.iect PE $140 Ai.i.istenl Engineer/ Sul'I/IByor
I Steff PE S.13.0 I Senior l)esi.l!ner
Lead Oe:sl11ner
I P.ro1'eHional ILal'ld Surv•yin1 S.rvic.,s I Project De:si"I\A' I Prlncipal PLS 5200 I Slaff Desi.liner
SeniorPLS $165 As.sistenl Designer
I Lead PLS S.165
I Proiect ?LS S.140 Fl•ld Services
I Steff PLS $130 Con1Struction Menagiir
I Construction I ns,pec~or
I Pro1'e,s!onal 1L1im!sce,pe .AJC'l\lt ec:w re Sel'\l1c;e:s Senior IF!eld Tech I Principal RLA S175 Lead FiOICI Teel'\
I SeniorRLA S150 Project Field Tech
I Lead RLA $130 I 1-IPeraon Smvev Crew
I Proiect RI.A $115 I 2JPer:s,on Survev Crew
I Stoff RLA S.100 I 1 •Person Sur,.,ey Crew I Pre'll'l!lllnit WaF:eJ 2-IPerson Survuv Crew fPrevailini[ Wait,a,)
I Pr-olect DellY1uy Iii Advisory SeNi1:>11'!1 I
I Pri nclpal Con!lultant ,S.180 I t.xperit Witness Servfoe:s Sef\ior Consultant St60 Oel)osltion, DISDute Resolution, T-estlmorw I Load Cona.1JUar1t S125 I
Senior Coorcllnetor $120 Dtrect Cos1l!I
I Lead Coordinator S.100 5',ibC(lf'!SUltanu
Project Coordln11tor ~$76, I Mnlierlal.$
EQuipmen\ Rental
Eftviro111ment ol SeNic:,ii:s MilEtai!e
Principal !;n'lironmental Spec:lalisl $17,5 I HoU1l & Per Diem Ser1ior Environmental Spei:ialist S.160
I Lflad En,,.iron.mental Sp&eialist S135
P1oject 6n1,1iron mente,\ Specialist $115
I
Hourly
Rate
S140
$130
s,20
S110
$100
$135
$125
S116
S105
$9'5
$160
$140
S135
S116
S100
$150
$240
s:no
$420
S400
Co5t ,c'1. 10
Cost
Cost
IRS Rate
Cost
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 7
Subconsultant Billing Rates:
PROJECT COSTS
SERVICE DESCRIPTION I
FIELD SERVICES Sacramento/Bay Area/Fresno
TypeofWortc 2HrMin Half Full
ConcretelUtiUty $750 $1,200 $2,400
ConcretelUtiUty Prevailing wage $1,000 $1,300 $2,600
Concrete/UtiUtyWeekday Night $1,800 $1,800 $3,600
ConcretelUtiUty Saturday 12am-Noon $1,800 $1,800 $3,600 Core Saturday Noon-Mon Sam $2,200 $2,200 $4,400
Video Pipe Inspection• $1,450 $1,900 $2,900
Video Pipe Inspection PW NIA $2,050 $3,200
VPI Weekday Nllht"' NIA $2,850 $4,125
VPI Saturday 12am-Noon• NIA $2,850 $4,125
VPI Saturday Noon-Mon Sam• NIA $3,800 $5,800
--Mob cost not Included for VPI work in Fresno area
Design Professional Agreement with BCF-Engr/Exhibit B-Schedule of Fees Rev. 04-12-21 Page 8
SERVICE DESCRIPTION (DBE, SBE, VOSB, MBE, SBA, EZ8) UOM CA Hydro Excarntion Truck with Opcrutor / Standard 1'imc Hourly S32S.00 I h•dro Excavatjon Truc.k with Orr.rator/ Over Time l(ourly S37S.OO 1 lydro Excavation Truck with Opcrutor/Ooublc Time llourly S42S.00 Addi1ionl.ll Man Standard Hourly $150.00
Additional Man Ovet1ime Hourly $175.00
Additional Man Double time Hourly $200.00
Combo Jcuer Truck Services w/ One.TO tor / Standard Hourlv SJS0.00 Combo Jcucr Truck Services w/ Oix.'nltor I Ovcrti1nc Hourly S400.00 Combo Jcncr Truck Services w/ Opcmtor I Double Time llourly S450.00 Corin~ / Saw Cutt in~ Hourly ·oroiect snANflc
Breakout & Oisnl\o::aJ Hourlv ·nrl'liect s.....,.,..fic Backfill w/ Compaction Hourly ·nmiect s.....,.,..fic
Hot Patch w/ T cc Cut Hourly ·nmiect s......,..fic
Mobili7.tttion.1Dcmobiliza1ion Hourly ·or • ,. dfic
CCTV Video Pipe Inspection Daily S4.150.00
GPR Utility Locate Daily Sl.550.00
Orien1a1ion Truinin12 Hourlv $100.00
Pot Hole rc1,ort £:.ch "nrnMV't sl'\ANfic
Slrcct Swccncr Truck wi1h uncrn1or Hourly $220.00
Remote Hose Per Foot $5.00
llumcr Surcharge Hourly SlS.00
Supply W:ner Load $150.00
Disr>n:4:ilion - Standard - ofTsite Each COSI + JS•·;.
DisN'kaJ - Non-Hat. - offsite Ton Cos.1 + IS'•
Materials TBD Cosi +- I SI>•
RollofTTruck 10 wheeler or Rocket Lnunehcr Hourly $175.00 Vacuum llox. Daily $50.00
10 yard bin Daily $50.00
20 yard bin Daily $50.00
40 yard bin Daily $50.00
Conminmc-n1 Benn Daily $50.00
Hnznrdous Was1e DiSN"K-'11 and Mi1i2a1ion TBD • .,.......,....t s,,..cific F'rnc Tank Daily $50,00
Vacuum Tanker Hourly $180.00
Dump Tn1ck / End Dump 1 loutly $175.00
FIIJCU.i,ling futl RtcO\'~ • C1,1rrendr' .a fl\.lt't\l.ating ti.I wrchargt wil be .applied Subject to Department of Energy to .all inYoius at • monthly c.aail~1ed r•t• ·•djuntd twised upon the .wen19e 12% cost of diewl M ... bldhed ... wwwAia.-. Average Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 1 Rev. 09-28-18
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twentyfour (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office (ISO) form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 2 Rev. 09-28-18
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Consultant and/or its subconsultants involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or ISO endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subconsultant under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 3 Rev. 09-28-18
two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant’s work for City, using ISO Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of nonrenewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation.
In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.
Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 4 Rev. 09-28-18
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:
1. Consultant agrees to ensure that subconsultants, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits.
Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subconsultants and others engaged in the Project will be submitted to City for review.
2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the Project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subconsultant (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Consultnat or its insurance broker shall provide the required proof of insurance compliance, consisting of ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all Design Professional Agreement with BCF-engr/Exhibit C-Insurance Requirements Page 5 Rev. 09-28-18
certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara – Public Works Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Design Professional Agreement with BCF/Exhibit D-Insurance Requirements Page 1 Rev. 09-28-18
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
EXHIBIT D
LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements. If applicable to the Services, Consultant or its subconsultant(s), as applicable, shall comply with the following requirements.
A. Prevailing Wage Requirements
1. Consultant shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Consultant is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, Consultants are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works Projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the Project and the amount of travel incurred by workers on the Project, certain travel and subsistence payments may also be required. Consultants and subconsultants are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the Project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.
Design Professional Agreement with BCF/Exhibit D-Insurance Requirements Page 2 Rev. 09-28-18
5. As a condition to receiving progress payments, final payment and payment of retention on any and all Projects on which the payment of prevailing wages is required, Consultant agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subconsultants) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Consultant and all subconsultants shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the Project parameters shall also result in the withholding of progress, retention and/or final payment.
7. No Consultant or subconsultant may be listed on a bid proposal for a public works Project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
8. No Consultant or subconsultant may be awarded a contract for public work on a public works Project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Consultants MUST be a registered “public works Consultant” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All Consultants/subconsultants and related construction Services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works Consultant”. Those you fail to register and maintain their status as a public works Consultant shall not be permitted to perform work on the Project.
10. Should any Consultant or subconsultants not be a registered public works Consultant and perform work on the Project, Consultant agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.
Design Professional Agreement with BCF/Exhibit D-Insurance Requirements Page 3 Rev. 09-28-18
11. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Consultant’s address indicated for receipt of notices in this Agreement.
C. Enforcement
1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this Project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Consultant until Consultant has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Consultant until all required documentation is submitted. Any payment by the City despite Consultant’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.
City or the California Department of Industrial Relations may impose penalties upon Consultants and subconsultants for failure to comply with prevailing wage requirements.
These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Design Professional Agreement with BCF-Engr/Exhibit E – Milestone Schedule Page 1 Rev. 04-12-21
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
EXHIBIT E
MILESTONE SCHEDULE
Description of work and task Duration
Task No. 1 – Preliminary Engineering and
Evaluation 10 weeks
Task No. 2 – 65% Construction Documents 6 weeks
Task No. 3 – 95% Construction Documents
Package
5 weeks
Task No. 4 – 100% Construction Documents
Package
4 weeks
Task No. 5 – Final Bid Documents 2 weeks
Task No. 6 – Bid Support Assistance 2 days response time for clarifications and questions
Task No. 7 – Construction Support 7 days response time
Task No. 8 – Post-Construction 2 weeks to prepare record drawings Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software
AGREEMENT FOR DESIGN PROFESSIONAL SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
BLAIR, CHURCH & FLYNN CONSULTING ENGINEERS
FOR THE
CITYWIDE ELECTRIC VEHICLE CHARGING INSTALLATION PROJECT
EXHIBIT F
PROJECT MANAGEMENT DOCUMENTATION SOFTWARE
1.0 GENERAL
This section is intended to describe the use of e-Builder EnterpriseTM (e-Builder) a web-base Project management software, as the median for Project documentation and reporting. All costs associated with the use of the software is inclusive of the Project Exhibit B – Schedule of Fees.
2.0 e-BUILDER Project MANAGEMENT SOFTWARE PROGRAM
The City of Santa Clara is currently using e-Builder Project Management for all related Project management tasks. Consultant is required to comply with all requirements specified in this Exhibit F – Project MANAGEMENT DOCUMENTATON SOFTWARE.
3.0 REQUIREMENTS
A. General Requirements:
1. Consultant and SubConsultants shall provide at a minimum, the following to its staff:
a) Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher; b) Computer Operation System: Windows XP or later and OS X v10.8 or later;
c) Web Browser: Microsoft Internet Explorer 10.0 or later, Google Chrome v29.0.1 or later, Mozilla Firefox v35.0.1 or later, Safari v6.0.4 or later, Safari for iOS mobile v6.1 or later. Other browsers such as Microsoft Edge, Google Chrome for iOS, and Google Chrome for Android are available on e-Builder; however, but some features might not work as expected;
d) Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook;
Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software
e) Scheduling Software: Microsoft Project or Primavera; f) Internet Service Provider: A reliable ISP in the area of the Project; g) Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream.
2. Consultant and SubConsultants shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis
B. Project Web Requirements:
1. This Project utilizes a web-based Project management tool, e-Builder. This web-based application is a collaboration tool, which will allow all Project team members continuous access through the Internet to important Project data as well as up to the minute decision and approval status information.
2. Consultant and SubConsultants shall conduct Project controls, outlined by the City, utilizing e-Builder. This designated web-based application will be provided by the City at no costs to the Consultant and the SubConsultants.
No additional software will be required. Furthermore, the City Project Manager will assist Consultant in providing training of SubConsultant’s personnel.
3. Consultant and SubConsultants shall have the responsibility for visiting the Project web site on a regular basis, and as necessary to be kept fully appraised of Project developments, for correspondence, assigned tasks and other matters that transpire on the site. These may include, but are not limited to: Contracts, Contract Exhibits, Contract Amendments, Drawing Issuances, Addenda, Bulletins, Permits, Insurance & Bonds, Safety Program Procedures, Safety Notices, Accident Reports, Personnel Injury Reports, Schedules, Site Logistics, Progress Reports, Daily Logs, NonConformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Construction Change Directives, Potential Change Orders, Change Order Requests, Change Orders, etc. All supporting data including, but not limited to, shop drawings, product data sheets, manufacturer data sheets and instructions, method statements, safety MSDS sheets, Substitution Requests, Submittals, etc. and the like will be submitted in digital format via e-Builder.
C. Electronic File Requirements:
1. In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Consultant and SubConsultants Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software
shall also submit all closeout documents including all “As-Built Drawings”, catalog cuts, and Owner’s Operation and Maintenance manuals in digital format. All documents (including as-built drawings) shall be converted or scanned into the Portable Document Format (PDF) file and uploaded to eBuilder.
4.0 IMPLEMENTATION REQUIREMENTS
A. e-Builder is a comprehensive Project and Program Management system that will be implemented for managing documents, communications, and costs between the Contractor, Sub-contractors, Consultant, SubConsultants, and Owner. e-Builder includes extensive reporting capabilities to facilitate detailed.
B. Project reporting in a web-based environment that is accessible to all parties and easy to use.
C. Central Document Vault: e-Builder system includes a central database that maintains all Project information and manages Project communications amongst team members.
D. Communication/Correspondence: e-Builder provides electronic routable communication forms that provide historical tracking, documentation, and increased accountability of Project members.
E. Project Calendars: Meetings will be scheduled and maintained centrally on e-Builder by the City.
F. Reporting: All of the Project and program data including documents, communications, and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user. All reports can be exported to Excel for added flexibility.
Design Professional Agreement with BCF-Engr/Exhibit F- Project Management Documentation Software